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Annual Report 2010 - Baltika Breweries

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Contents<br />

PRESIDENT’ STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2<br />

AbouT ThE CoMPANy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4<br />

CoMPANy’S PhILoSoPhy . . . . . . . . . . . . . . . . . . . . . . . . . . . 6<br />

MAIN EVENTS of <strong>2010</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8<br />

bEER MARKET . ThE CoMPANy’S PoSITIoN . . . . . . . . . . . . . . . . . 10<br />

bRAND PoRTfoLIo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16<br />

fINANCIAL PoSITIoN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24<br />

KEy PRoJECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28<br />

CoRPoRATE SoCIAL RESPoNSIbILITy . . . . . . . . . . . . . . . . . . . . . 36<br />

PERSoNNEL AND huMAN RIGhTS . . . . . . . . . . . . . . . . . . . 37<br />

LAboR PRoTECTIoN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39<br />

ENVIRoNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39<br />

MARKETING CoMMuNICATIoN . . . . . . . . . . . . . . . . . . . . . 44<br />

CoMMuNITy ENGAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . 45<br />

buSINESS EThICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47<br />

CoRPoRATE GoVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48<br />

RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58<br />

SECuRITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60<br />

CoNSoLIDATED fINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . 64<br />

INTERESTED PARTy TRANSACTIoNS . . . . . . . . . . . . . . . . . . . . . . . 95<br />

INfoRMATIoN foR ShAREhoLDERS AND INVESToRS . . . . . . . 101<br />

CoNTACT INfoRMATIoN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102


President’s Statement


President’s Statement<br />

Dear Ladies and Gentlemen,<br />

<strong>2010</strong> was a critical year for the Russian brewing<br />

industry, as all brewing companies had<br />

to considerably increase their product prices<br />

to compensate for a tripled beer excise<br />

rate. <strong>Baltika</strong> was among the companies that<br />

increased their prices in advance, with said<br />

measures affecting sales volume and the<br />

Company’s market share dynamics principally<br />

in the modern trade format.<br />

Lower sales volume resulted in negative<br />

dynamics for the Company’s financial<br />

performance. Despite the decline in sales,<br />

the Company earned a good profit, remained<br />

high profitability and demonstrated the ability<br />

to manage fixed costs in highly volatile<br />

market conditions. All this was possible<br />

due to continually upgrading efficiency and<br />

implementing working capital optimization<br />

projects, as well as having a strategy aimed at<br />

financing priority projects.<br />

During <strong>2010</strong>, we continued investing in our<br />

operations. New projects included launching<br />

a new canning line at the <strong>Baltika</strong>-Rostov facility,<br />

developing an artesian well for drinking water<br />

production in Yaroslavl and implementing two<br />

bio-gas projects at the Company’s facilities<br />

in Yaroslavl and Samara. We also invested<br />

in developing trade infrastructure and upgrading<br />

management systems.<br />

These projects, coupled with favorable<br />

conditions on the raw materials market in H1<br />

<strong>2010</strong>, enabled the Company to considerably<br />

decrease production costs and contributed<br />

to our financial results.<br />

Throughout <strong>2010</strong>, we focused on optimizing our<br />

brand portfolio. We launched a record number<br />

of new beverages in non-beer categories,<br />

including: cider, water and lemonade. At that,<br />

we focused on developing our key product —<br />

beer. By the end of the year, our flagship<br />

<strong>Baltika</strong> beer brand became one of the top three<br />

best selling consumer brands in Russia.<br />

Integration of the Company into the Carlsberg<br />

Group continued with the launch of the<br />

<strong>Baltika</strong> No. 7 Export brand, which is produced<br />

under license at the Slavutich breweries<br />

in Ukraine (which are also owned by the<br />

Group). The Company granted distribution<br />

and promotion rights for the <strong>Baltika</strong> brand<br />

to other companies of the Group in Estonia,<br />

Latvia and Lithuania. We continued<br />

to develop export sales by entering the major<br />

Latin American beer markets of Mexico and<br />

Brazil, expanded our presence in Africa and<br />

strengthened the Company’s position<br />

in Europe.<br />

In Russia, <strong>2010</strong> was marked by obviously<br />

positive economic trends — the country<br />

came out of the recession and almost<br />

overcame its consequences. The dynamics<br />

for household income and the consumer<br />

confidence index were also positive. Due<br />

to these factors, coupled with unusually<br />

hot weather in the Q3 and a gradual price<br />

increase, the beer market in H2 <strong>2010</strong><br />

stabilized. Taken together, this gives us hope<br />

that the beer market will grow in the coming<br />

year.<br />

Corporate social responsibility remains<br />

an important component of the Company’s<br />

strategy. This concept implies that the<br />

Company takes into account the interests<br />

of the public and is responsible for the<br />

influence that it has on customers,<br />

consumers, employees, suppliers,<br />

shareholders, local communities and<br />

other stakeholders, not to mention the<br />

environment. We treat social responsibility<br />

as a platform that supports our development.<br />

Social responsibility is integrated into all<br />

of the Company’s operational spheres.<br />

We enter 2011 as industry leaders<br />

with a balanced brand portfolio,<br />

as well as a strong distribution system and<br />

confidence in our future. Market development<br />

will surely depend not only on the<br />

Russian economy, but also on implementing<br />

legal restrictions in the production and sales<br />

of beer. Nevertheless, the Company hopes<br />

to achieve objectives and maintain consumer<br />

loyalty in any scenario.<br />

I would like to thank all of the Company’s<br />

employees for their professionalism,<br />

diligence and creativity.<br />

Let me also thank the Company’s<br />

shareholders and investors for the trust they<br />

place in our management team and for their<br />

belief in the Company’s success.<br />

Anton Artemiev<br />

President <strong>Baltika</strong> <strong>Breweries</strong><br />

Senior Vice President Eastern Europe<br />

Carlsberg <strong>Breweries</strong> A/S<br />

3


4<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

The Company in <strong>2010</strong><br />

<strong>Baltika</strong> <strong>Breweries</strong> was founded<br />

in St. Petersburg in 1990. The use of modern<br />

equipment and advanced technologies and<br />

standards made the Company a top quality<br />

producer. The Company became the leader<br />

in the Russian beer market in 1996 and<br />

has held this title ever since.<br />

Throughout its 20-year history, the Company<br />

has achieved dynamic growth by acquiring<br />

production facilities, commissioning new<br />

ones, expanding and upgrading existing<br />

facilities and broadening the Russian (as well<br />

as foreign) distribution networks. In 2006,<br />

<strong>Baltika</strong> <strong>Breweries</strong> merged with three large<br />

Russian beer producers — Vena, Pikra, and<br />

Yarpivo.<br />

Today, <strong>Baltika</strong> is the largest FMCG<br />

producer in Russia and Eastern Europe.<br />

The Company’s production facilities are<br />

located in 10 Russian cities, including:<br />

St. Petersburg, Yaroslavl, Tula, Voronezh,<br />

Rostov-on-Don, Samara, Chelyabinsk,<br />

Novosibirsk, Krasnoyarsk and Khabarovsk.<br />

In 2008, the Company purchased a brewery<br />

in Azerbaijan. The total production capacity<br />

of the facilities stands at 5.2 million<br />

hectoliters of beer per month.<br />

<strong>Baltika</strong> is the malt production leader among<br />

Russian and CIS breweries. To satisfy its<br />

malt demand, the Company built two of its<br />

own malting plants in Tula and Yaroslavl.<br />

The facilities capacity of each of these<br />

malting plants stands at 105 thousand<br />

tons per annum. The Company also owns<br />

a 30 % share in the Malt Plant Soufflet<br />

St. Petersburg CJSC (with a production<br />

capacity of 110 thousand tons per annum).<br />

In addition, the Company is developing<br />

its own agricultural project, which is being<br />

implemented in eight Russian regions.<br />

The Company’s diverse brand portfolio<br />

meets the needs of the most demanding<br />

consumers. In addition to <strong>Baltika</strong>, which<br />

is the key brand, the product range includes<br />

more than 40 beer, low alcohol and nonalcoholic<br />

brands on both a national and<br />

regional scale, including: Arsenalnoe,<br />

Nevskoe, Yarpivo, Tuborg, Carlsberg,<br />

Kronenbourg 1664 beers, Somersby<br />

cider, Zhivoy Ruchey drinking water,<br />

Khlebny Krai kvass and Crazy lemonade.<br />

According to data compiled by the<br />

Canadean and Euromonitor international<br />

<strong>2010</strong> marked<br />

the Company’s<br />

20 th anniversary.


The Company in <strong>2010</strong><br />

agencies, <strong>Baltika</strong>, the Company’s<br />

flagship brand, is the top selling<br />

brand in Europe. It is also one<br />

of the three most valuable brands<br />

in Russia, according to Interbrand<br />

international agency. <strong>Baltika</strong><br />

products are produced under<br />

license agreements in different CIS<br />

and other countries.<br />

The Company’s extensive distribution<br />

network ensures that corporate products<br />

are available in 98 % of Russia’s retail<br />

facilities.<br />

Baltic Beverages Holding AB (a subsidiary<br />

of Carlsberg <strong>Breweries</strong> A/S) became the<br />

Company’s major shareholder in 2008,<br />

holding 89.01 % of the Company’s charter<br />

capital.<br />

5


6<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Our mission: why we exist<br />

Our mission is the basis for our Company’s philosophy, which reflects our purpose and governs our<br />

Company’s existence.<br />

We create high quality products and develop a culture of responsible beer consumption to bring people<br />

joy and pleasure from socializing.<br />

Our Vision: what we would like to be<br />

Our vision is an orientation point for the Company’s development.<br />

We strive to be the benchmark for the brewing industry, the company setting standards and being<br />

a reference point for breweries all over the world.<br />

For us, being the benchmark means being the leader in three areas: the best brands, the best team,<br />

and the best results.<br />

The best brands: we are market leaders thanks to our strong brands which people choose not<br />

only based on their preferences or possibilities, but also because of their attitude towards our<br />

Company.<br />

The best team: in our Company, highly trained professional specialists cooperate effectively and<br />

achieve the best results in every area.<br />

The best results: Company operates with the highest and most consistent operational profitability<br />

among the largest brewing companies in the world.<br />

Our objectives and strategies: what we are striving for<br />

Our Company’s objectives are the concrete results that we hope to achieve.<br />

Our strategy is the means to achieve the objectives.<br />

Objectives:<br />

To bring the <strong>Baltika</strong> brand<br />

to the leading positions in the<br />

world.<br />

To increase <strong>Baltika</strong>’s share<br />

in the Russian beer market<br />

while maintaining high<br />

profitability and the high<br />

quality of our products.<br />

Strategy:<br />

A focus on creating powerful brands, premiumisation, and<br />

innovation.<br />

Leadership in all market segments, regions, and sales<br />

channels.<br />

Maintaining the high quality of our products and the high<br />

level of service.<br />

Constant development of competencies and<br />

professionalism of our employees.<br />

Increasing the efficiency of our business processes along<br />

with operational excellence.<br />

The search for additional sources for profit growth via:<br />

• the widening of sales geography;<br />

• the development of related directions.


Company’s Philosophy<br />

The Winning Behaviours Principles under which we operate<br />

A GlocAl approach is the key to our<br />

overall success.<br />

This entails finding the right balance<br />

between working closely together at<br />

a GLObal level whilst allowing LOCAL<br />

brands and initiatives to flourish.<br />

It requires versatile combinations and<br />

synergy among different cultures.<br />

This is what sets us apart from our<br />

competitors and is critical for our overall<br />

success.<br />

Our customers and consumers are at the<br />

heart of every decision we make<br />

We are responsible for the<br />

following:<br />

• For our consumers, we bear<br />

responsibility for the high<br />

quality of our product and<br />

service;<br />

• For our partners, we<br />

bear responsibility for<br />

the fulfillment of all our<br />

obligations.<br />

We strive to understand the needs and preferences<br />

of our consumers and clients and base our strategy<br />

on this insight.<br />

We strive for perfection and continuously evaluate<br />

the ways we work to improve our professionalism.<br />

Together we are stronger<br />

We respect people’s individuality<br />

and welcome differences in culture,<br />

traditions, and brands.<br />

We value cooperation and working<br />

for a common goal.<br />

It is teamwork that allows our Company to achieve<br />

success; therefore we share best practices and<br />

always help one another, even when this goes<br />

beyond our immediate responsibilities.<br />

We are each empowered to make<br />

a difference<br />

Our Company welcomes<br />

initiative and new ideas for<br />

business development from all<br />

of our employees and enables the<br />

realization of these ideas.<br />

Innovation helps us constantly<br />

develop and strengthen our position<br />

as leaders.<br />

We are not afraid of difficult tasks and take<br />

responsibility for all actions and decisions we take<br />

while keeping in mind that they all affect the whole<br />

Company’s results and reputation.<br />

We want to win<br />

We are constantly exploring<br />

and are always ready to adapt<br />

in response to the latest<br />

challenges.<br />

We are steadfast<br />

in the achievement of our<br />

goals and are prepared to work<br />

proactively, quickly, and boldly.<br />

We do not retreat in the face of difficulties and we<br />

learn from mistakes.<br />

The specific of the market does not affect our<br />

entrepreneurial spirit, for we are by nature leaders<br />

when it comes to attaining results.<br />

We are engaged with society<br />

The Company is responsible<br />

to uphold society’s values, rules<br />

and regulations, and to run our<br />

business in a conscientious way.<br />

We are ecologically and socially<br />

responsible company and we<br />

devote a great deal of attention<br />

to protecting the environment<br />

and to supporting those in need<br />

of our help.<br />

For us, social responsibility is a social partnership<br />

and establishing appropriate working conditions for<br />

our employees.<br />

7


8<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

January<br />

January 1 st <strong>Baltika</strong> started to supply Asahi Super Dry licensed beer to France and Italy.<br />

February<br />

February 15 th the Company signed a contract to supply beer to numerous African countries.<br />

February 18 th <strong>Baltika</strong> started producing Žatecký Gus (Zatecky Goose) beer in 0.5 liter aluminum<br />

cans.<br />

February 24 th the Company started producing the new Arsenalnoye Gold beer brand.<br />

March<br />

March 15 th the <strong>Baltika</strong> No. 20 Jubilee brand is produced to mark the Company’s 20 th anniversary.<br />

March 25 th the first can of <strong>Baltika</strong> No. 7 Export licensed beer was produced at the Slavutich<br />

breweries (Carlsberg Group, Ukraine).<br />

March 27 th the Khlebny Krai Kvass 7 Grains brand was launched.<br />

April<br />

April 5 th the Siberian Cask Live beer brand was launched.<br />

April 8 th the Company’s financial reports and 2009 dividends were approved at the Company’s<br />

<strong>Annual</strong> General Shareholders Meeting.<br />

April 11 th the <strong>Baltika</strong> No. 8 Wheat beer brand received the Silver Medal in the “Wheat Beer,<br />

Unfiltered” category at the World Beer Cup.<br />

April 13 th a new beer canning line was commissioned at the <strong>Baltika</strong>-Rostov production facility.<br />

The capacity of the new line is 60 thousand 0.5 liter cans and 30 thousand 1 liter<br />

cans per hour.<br />

April 23 rd the new <strong>Baltika</strong> Draught beer brand was launched.<br />

May<br />

May 4 th the Nevskoe Imperial beer brand was launched.<br />

May 11 th the Žatecký Gus Černý (Zatecky Goose Black) was launched.<br />

May 19 th the Zhivoy Ruchey (Life Spring) drinking water brand was launched.<br />

May 20 th a biological gas installation was commissioned at the <strong>Baltika</strong>-Samara production<br />

facility.<br />

May 24 th the first batch of the Company’s products was delivered to Costa Rica.<br />

June<br />

Sales of cola, orange and lemon flavored Crazy non-alcoholic drinks began in June.<br />

June 1 st the Company started beer delivery to the Democratic Republic of Congo.<br />

June 4 th the St. Petersburg government named the Company “The Best Taxpayer<br />

in St. Petersburg” for the sixth time in a row.<br />

June 11 th the Company launched a product in the new category — the natural apple cider<br />

Somersby.<br />

June 17 th a brewery museum was opened at the <strong>Baltika</strong>-St. Petersburg production facility<br />

to commemorate the Company’s 20 th anniversary.<br />

June 24 th the Company started supplying beer to Syria.


Main Events of <strong>2010</strong><br />

July<br />

July 9 th the <strong>Baltika</strong> No. 8 Wheat, <strong>Baltika</strong> No. 4 Original and <strong>Baltika</strong> No. 6 Porter beer brands<br />

were awarded medals at the International Beer Challenge.<br />

July 11 th <strong>Baltika</strong> beer brands received seven medals at the ХII Big Moscow Beer Festival.<br />

July 28 th the <strong>Baltika</strong> No. 6 Porter beer brand received the title “Europe’s Best Baltic Porter”<br />

at the World Beer Awards.<br />

August<br />

August 2 nd the Company started exporting beer to Mexico and Brazil.<br />

August 17 th the process of integrating the Company’s subsidiary, <strong>Baltika</strong>-Almaty LLC and<br />

DERBES Brewery Ltd (Carlsberg Group) in Kazakhstan was completed.<br />

August 26 th a decision on paying interim dividends for H1 <strong>2010</strong> was made at the Extraordinary<br />

General Shareholders Meeting, which was held in absentia.<br />

September<br />

September 13 th the first bottling of the Siberian Cask Classic beer brand took place at the <strong>Baltika</strong>-<br />

Novosibirsk production facility.<br />

October<br />

October 12 th the Company won “The Best HR Project-<strong>2010</strong>” contest in “The Best Innovative<br />

Project” category for successfully implementing employee development programs.<br />

October 26 th the production of Old Bobby premium beer was launched.<br />

October 27 th the Company was awarded the “Save Energy” National Prize from the Moscow<br />

government in “The Best Energy Saving Project of the Year” category.<br />

November<br />

In November, a biological gas installation was commissioned at the <strong>Baltika</strong>-Yaroslavl<br />

production facility.<br />

November 2 nd the Company received an award in “The Supplier of St. Petersburg” contest<br />

organized by the St. Petersburg government for its contribution to developing the<br />

consumer market.<br />

November 10 th <strong>Baltika</strong> No. 3 Classic, <strong>Baltika</strong> No. 7 Export and Tuborg Green were awarded the Top<br />

Prize at the Russian “Good of the Year” contest.<br />

November 11 th the Company’s <strong>Baltika</strong> No. 4 Original was awarded the Gold Medal at the<br />

European Beer Stars Awards contest for the third time.<br />

November 15 th the Company signed license agreements with companies of Carlsberg Group for<br />

promoting, selling and distributing <strong>Baltika</strong> beer in Lithuania, Latvia and Estonia.<br />

November 25 th the Company won the PEOPLE INVESTOR Grand Prix in the “HR Management”<br />

category.<br />

December<br />

December 1 st the Company entered a new segment of the natural malt-based non-alcoholic<br />

beverages market, launching production of <strong>Baltika</strong> No. 0 Apple, <strong>Baltika</strong> No. 0 Grain,<br />

<strong>Baltika</strong> No. 0 Ginger and <strong>Baltika</strong> No. 0 Lemon for export markets.<br />

December 9 th the Eve peach flavored brand was launched.<br />

December 13 th for the fifth time, the <strong>Baltika</strong> brand became one of the top three brands in price ratings<br />

prepared by the Interbrand international agency.<br />

In December, <strong>Baltika</strong> brand was recognized by Forbes Magazine as one of Russia’s<br />

ten most dynamic brands.<br />

9


eer Market .<br />

The Company’s Position


Beer Market. The Company’s Position<br />

The Russian beer market<br />

and <strong>Baltika</strong>’s positions<br />

For several years, the Russian beer market demonstrated<br />

stable growth, but the world economic downturn affected<br />

2008–2009 market dynamics.<br />

<strong>2010</strong> was an extraordinary year for<br />

the Russian beer brewing industry.<br />

As of January 1 st , <strong>2010</strong>, the excise<br />

rate for beer with an alcoholic<br />

content of 0.5 to 8.6 % increased<br />

200 %. The Company minimized<br />

the influence of this essential increase<br />

on sales volume by implementing<br />

a pricing strategy based on gradual<br />

price increases throughout the year.<br />

The effect was also somewhat<br />

lessened due to market revival in H2<br />

<strong>2010</strong>.<br />

2005–<strong>2010</strong> Russian Beer Market Dynamics<br />

Beer market,<br />

million hectoliters<br />

As compared with<br />

preceding year, %<br />

The gradual restoration of consumer<br />

confidence and consumer spending which<br />

had fallen during the economic downturn,<br />

strong consumer loyalty and a hot summer<br />

all improved market dynamics in Q3 and<br />

Q4 <strong>2010</strong>. According to internal estimates<br />

for <strong>2010</strong>, the market declined by 4 %, while<br />

demonstrating positive dynamics in H2<br />

<strong>2010</strong>. In Q4 <strong>2010</strong>, the market declined<br />

1 % compared to the same quarter in the<br />

previous year.<br />

Based on internal estimates, the <strong>2010</strong><br />

volume of the Russian beer market stood<br />

at approximately 94 million hectoliters.<br />

Year 2005 2006 2007 2008 2009 <strong>2010</strong><br />

86.3 94.9 109.7 109.3 98.0 93.9<br />

6 10 16 -0.4 -10 -4<br />

Source: internal estimates<br />

11


12<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

<strong>2010</strong> sales volume (in percentage) as compared with 2009<br />

-12<br />

-13<br />

-4<br />

In-market non-beer sales (Russia)<br />

* In-market sales mean products sold by distributors to trade outlets<br />

in Russia.<br />

** Beer sales volume means shipments by the Company, taking<br />

into account product stocks accumulated during 2009 prior to the excise<br />

rate increase.<br />

Total sales volume (including sales abroad<br />

and non-beer products)<br />

Beer sales volume (Russia)<br />

In-market beer sales (Russia)<br />

+42<br />

In-market sales of beer in Russia* fell<br />

4 % compared with 2009, whereas in<br />

<strong>2010</strong>, total in-market sales dropped<br />

3 %. During Q4, in-market beer sales<br />

in Russia grew 2 %.<br />

In <strong>2010</strong>, the beer sales volume<br />

volume in Russia** dropped 13 %<br />

due to distributors building stocks<br />

during Q4 2009 ahead of the excise<br />

rate increase. The Company’s total<br />

sales volume fell by 12 %.<br />

According to AC Nielsen agency<br />

(Urban Russia), the Company’s<br />

market share as of the end of <strong>2010</strong><br />

was comparable to 2009 levels —<br />

standing at 39.7 % (compared with<br />

39.8 % in 2009). A 0.4 % increase<br />

was seen in Q4 <strong>2010</strong>, compared<br />

with Q4 2009.<br />

The excise rate increase<br />

resulted in an unprecedented<br />

rise in consumer prices. <strong>Baltika</strong><br />

was one of the companies who<br />

started to increase its prices<br />

in the beginning of the year.<br />

Therefore, the Company’s<br />

products became more expensive<br />

during the year, compared with<br />

products of its major competitors.<br />

This affected the Company’s market<br />

share — primarily in the modern<br />

trade segment.<br />

The modern Russian beer market<br />

can boast the presence of all major<br />

international beer brewers, including:<br />

Carlsberg, InBev, Heineken, Efes<br />

and SABMiller. The total market<br />

share for these top five companies<br />

exceeds 85 %.


Beer Market. The Company’s Position<br />

Russian market shares for major beer producers<br />

13.2 % 14.7 %<br />

6.9 % 7.0 %<br />

39.8 % 39.7 %<br />

2009 <strong>2010</strong><br />

9.7 % 10.7 %<br />

14.4 % 11.7 %<br />

16.0 % 16.2 %<br />

<strong>Baltika</strong> Inbev Heineken<br />

Efes SABMiller Others<br />

Source: AC Nielsen (Urban Russia)*<br />

*Urban Russia includes towns with a population of more than 10,000 (excluding rural populations).<br />

<strong>2010</strong> Economic Development and Consumer Trends<br />

According to data from Rosstat (the Russian Statistics Service), <strong>2010</strong><br />

macro-economic indices looked healthier than 2009 numbers with an 8 %<br />

industrial production increase. GDP and disposable income and retail sales<br />

increased 4 %. The unemployment rate fell 11 %.<br />

The impact of the economic downturn on consumer behavior<br />

was considerable, with the majority of consumers switching their preferences<br />

to less expensive beer and packaging in H1 <strong>2010</strong>. The significance of the<br />

modern trade channel also grew. Nonetheless, statistical data for H2 <strong>2010</strong><br />

illustrates consumers growing interest in premium offers and customary<br />

consumer standards. The modern trade tendency gained strength during the<br />

year.<br />

The Company continued to develop non-beer products in <strong>2010</strong>, entering<br />

a number of new categories (see the “Brand Portfolio” section). As of the<br />

end of <strong>2010</strong>, total sales of non-beer products in Russia grew 42 %.<br />

2007–<strong>2010</strong> dynamics for the Company’s share of the beer market, %<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong><br />

37.4<br />

38.4<br />

39.8<br />

39.7<br />

Source: AC Nielsen (Urban Russia)<br />

13


China<br />

The Republic<br />

of South Africa<br />

14<br />

USA<br />

Brazil<br />

Russia<br />

Germany<br />

Japan<br />

Mexico<br />

Great Britain<br />

Poland<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

International Beer Market<br />

In <strong>2010</strong>, Russia remained the position of the fourth largest<br />

global beer market in terms of volume, with per capita beer<br />

consumption totalling 66 liters (Company’s estimate).<br />

Czech Republic<br />

44<br />

35<br />

33<br />

<strong>2010</strong> global leaders in beer market volume,<br />

million hectoliters<br />

69<br />

64<br />

88<br />

94<br />

126<br />

239<br />

454<br />

Source: Euromonitor (estimate)<br />

Germany<br />

Slovakia<br />

Austria<br />

Ireland<br />

Slovenia<br />

Estonia<br />

Belgium<br />

Australia<br />

Poland<br />

Finland<br />

USA<br />

Bulgaria<br />

Romania<br />

Russia<br />

Global leaders of <strong>2010</strong> in terms of per capita beer<br />

consumption, liters<br />

66<br />

77<br />

77<br />

76<br />

81<br />

89<br />

87<br />

91<br />

90<br />

102<br />

102<br />

101<br />

98<br />

108<br />

151<br />

Source: Euromonitor (estimate), <strong>Baltika</strong> internal data


Beer Market. The Company’s Position<br />

Leading international breweries<br />

56 % 19 %<br />

<strong>2010</strong><br />

Four companies still control approximately<br />

45 % of the international beer market.<br />

The Company’s Global Position<br />

The Company’s products are sold in more<br />

than 70 countries worldwide. Every sixth bottle<br />

of <strong>Baltika</strong> beer is sold abroad. The Company<br />

holds a 70 % share of the total volume of beer<br />

exported from Russia. In <strong>2010</strong>, the sales<br />

volume abroad for the Company’s brands<br />

grew 19 % compared with 2009, exceeding<br />

3.3 million hectoliters in natural units. The<br />

share of sales abroad in the Company’s total<br />

sales volume increased in <strong>2010</strong>, totaling<br />

approximately 8.4 %. The <strong>Baltika</strong> brand makes<br />

up more than 70 % of the Company’s total<br />

sales abroad.<br />

During <strong>2010</strong>, the Company entered major<br />

Latin American markets, including Mexico<br />

and Brazil. The Company also launched sales<br />

in Cameroon and Congo and expanded its<br />

presence in Europe, as well as in Asian and<br />

Pacific countries.<br />

6 %<br />

Deliveries of licensed Asahi Super Dry<br />

to France and Italy were launched in January.<br />

The Company is licensed to produce<br />

bottled (0.44l) Asahi Super Dry beer for 36<br />

European countries. The Company is also<br />

authorized to distribute this brand in Russia, the<br />

Baltic countries and numerous CIS countries.<br />

Deliveries of <strong>Baltika</strong> No. 6 Porter beer to Finland<br />

were launched in February. <strong>Baltika</strong> No. 3<br />

Classic became the only Russian beer<br />

available on the high-speed St. Petersburg-<br />

Helsinki Allegro trains.<br />

10 %<br />

9 %<br />

Anheuser-Busch Inbev<br />

SABMiller<br />

Heineken<br />

Carlsberg<br />

Others<br />

Source: Euromonitor<br />

The Company continued its integration<br />

into the Carlsberg Group, with<br />

a line of licensed brands consisting<br />

of <strong>Baltika</strong> No. 0 Non-Alcoholic, <strong>Baltika</strong> No. 3<br />

Classic and <strong>Baltika</strong> No. 9 Extra produced<br />

in Ukraine by the Slavutich breweries<br />

complemented by <strong>Baltika</strong> No. 7 Export<br />

brand. The Company signed licensing<br />

agreements with Carlsberg Group<br />

companies A/S Aldaris (Latvia), Saku<br />

Olletehase AS (Estonia) and Svyturys-<br />

Utenos Alus (Lithuania) for promoting,<br />

selling and distributing <strong>Baltika</strong> beer<br />

in Latvia, Estonia and Lithuania.<br />

In <strong>2010</strong>, the Company developed a unique<br />

new product — a natural malt-based<br />

non-alcoholic drink with four flavors:<br />

<strong>Baltika</strong> No. 0 Grain, Вaltika No. 0 Apple,<br />

<strong>Baltika</strong> No. 0 Lemon and <strong>Baltika</strong> No. 0<br />

Ginger. The beverages are produced<br />

from non-fermented beer wort and have<br />

a rich malt flavor and the thirst-quenching<br />

capacity of light beer, while containing no<br />

alcohol. Sales of the new product started<br />

in the Middle East in December.<br />

During <strong>2010</strong> the Company represented<br />

the Russian brewing industry at different<br />

international occupational fairs, festivals<br />

and contests, and received numerous<br />

awards for the quality of its products.<br />

15


and Portfolio


Brand Portfolio<br />

Beer brands<br />

Super premium segment<br />

Premium segment<br />

Mainstream segment<br />

Lower mainstream and discount segments<br />

Non-beer brands<br />

17


18<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

<strong>Baltika</strong> owns a unique brand portfolio, which is the strongest on the Russian beer market. The<br />

portfolio includes more than 30 national and regional beer brands. In addition, the portfolio<br />

includes low alcohol and non-alcoholic beverages, such as kvass, drinking water and lemonade.<br />

The portfolio offers brands for any segment, region or taste.<br />

According to a Forbes Magazine index of consumer goods, <strong>Baltika</strong> brand became the<br />

best seller among consumer goods produced in Russia, or for Russia. The top fifty brands<br />

in the index included famous corporate brands such as Arsenalnoe, Nevskoe, Yarpivo and<br />

Bolshaya Kruzhka (King-Size Mug).<br />

Tuborg<br />

Tuborg’s leadership in the super<br />

premium segment remains<br />

as stable as ever. The brand’s<br />

position was further strengthened<br />

by producing Tuborg Green<br />

canned in designer cans dedicated<br />

to various musical trends. The<br />

limited number of Tuborg Green<br />

designer cans was launched<br />

in H2 <strong>2010</strong>. The three versions —<br />

Rock, Hip-Hop and Disco — were<br />

designed by Danesadwork<br />

European agency.<br />

Eve<br />

The Company launched the Eve super premium<br />

brand on the market in the beginning of the<br />

year. This is a totally new product developed<br />

by Carlsberg Group’s process engineers<br />

and is intended exclusively for women.<br />

<strong>Baltika</strong> specialists developed a unique product<br />

promotion concept and an incomparable bottle<br />

design. These were both used to launch the Eve<br />

brand in Russia. The Eve brand, a completely<br />

natural refreshing drink with a light sparkly taste<br />

and low alcohol content, became popular in no<br />

time. A new peach-flavored Eve was produced<br />

at the end of <strong>2010</strong> to complement the existing<br />

grapefruit and passion fruit-flavored drinks.<br />

<strong>Baltika</strong> Draught<br />

In the premium segment,<br />

<strong>Baltika</strong> Draught beer<br />

was <strong>2010</strong>’s primary<br />

novelty. What sets the<br />

brand apart is its special<br />

processing technology,<br />

which maintains the<br />

properties of freshly<br />

brewed beer.


<strong>Baltika</strong> No. 20 Jubilee<br />

<strong>Baltika</strong> No. 20 Jubilee<br />

was developed to commemorate<br />

the Company’s 20 th anniversary.<br />

This brand is meant for sale only<br />

during <strong>2010</strong>. Using numerous<br />

aromatic malts resulted in a unique<br />

light lager taste.<br />

Brand Portfolio<br />

In <strong>2010</strong>, the Company continued to actively develop its portfolio, adding numerous new products.<br />

This enabled the Company not only to preserve but also to strengthen its leadership across all<br />

price segments, including entering new market niches.<br />

The Company also developed on its economy brands. During the year, the brand portfolio<br />

was strengthened with the additions of: Arsenalnoe Gold, Bolshaya Kruzhka Yachmennoye<br />

Bochkovoye (King-Size Mug Barley Draught), Sibirsky Bochonok Zhivoe (Siberian Cask Live) and<br />

Uralsky Master Ledyanoe (Ural Master Ice).<br />

Nevskoe Imperial<br />

The package design for all<br />

brands that fall under the<br />

Nevskoe premium brand<br />

line-up was modified in the<br />

beginning of May, and a new sort<br />

Nevskoe Imperial was launched.<br />

Old Bobby<br />

In the fall, the premium portfolio<br />

was complemented by the<br />

addition of the Old Bobby brand,<br />

which is brewed according<br />

to traditional English recipes.<br />

The brand includes two types<br />

of beer — Ale and Lager —<br />

which are bottled in special pint<br />

bottles.<br />

19


20<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Žatecký Gus<br />

Žatecký Gus, a successful<br />

new mainstream brand which<br />

was first produced in 2009,<br />

was complemented by<br />

Žatecký Gus Černý in May.<br />

This dark beer is brewed<br />

using select light, caramel and<br />

black malt according to the<br />

best Czech brewing traditions.<br />

<strong>2010</strong> was marked by the rapid development<br />

of corporate activities in producing non-beer brands.<br />

A record number of different drinks entered the market.<br />

Zhivoy Ruchey<br />

In the end of April, Zhivoy<br />

Ruchey (Life Spring)<br />

carbonated and noncarbonated<br />

drinking water<br />

appeared on the market in the<br />

European part of Russia. The<br />

water is taken from a 80-meters<br />

artesian well in Yaroslavl. The<br />

water preserves its natural<br />

mineralization during treatment.<br />

Khlebny Krai<br />

A new sort of the successful Khlebny<br />

Krai kvass (which production<br />

began in 2009) also appeared on the<br />

market in April. The new Khlebny<br />

Krai 7 Grains contains 7 different<br />

cereals, ensuring the optimal<br />

content of useful ingredients.<br />

According to data presented by<br />

AC Nielsen, compared to 2009, the<br />

share of Khlebny Krai kvass on the<br />

kvass market grew 2.6 %, to reach<br />

7.6 %.


Brand Portfolio<br />

The Company intends to further develop its brand<br />

portfolio to fully satisfy its consumers’ tastes and<br />

preferences.<br />

Crazy<br />

The sales of the Crazy<br />

carbonated soft drink (with<br />

cola, orange and lemon flavors)<br />

began in June. All three flavors<br />

are bottled in 0.5, 1 and 2 liter<br />

PET-bottles — the most popular<br />

packaging for such drinks.<br />

Somersby<br />

The Somersby apple cider —<br />

a premium segment novelty —<br />

was launched by the Company<br />

in the summer. The apple cider<br />

is produced under a license from<br />

the Carlsberg Group. Somersby<br />

is a successful European brand<br />

that is sold in Denmark, Sweden,<br />

Norway, Belgium and Finland.<br />

Somersby is a naturally low<br />

alcohol content (4.7 %) beverage<br />

brewed from apple juice. Key<br />

cities for Somersby sales are<br />

St. Petersburg and Moscow.<br />

21


22<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Awards<br />

Each year, <strong>Baltika</strong> presents its<br />

products at various Russian and<br />

international contests. Awards<br />

received by the Company are the<br />

best means to certify the highest<br />

quality of its products. The total<br />

number of awards received by the<br />

Company during the last decade<br />

totals more than 400.<br />

In April, the Company’s <strong>Baltika</strong> No. 8<br />

Wheat brand won the Silver Medal at the<br />

World Beer Cup international competition<br />

in Chicago (USA). The Company’s<br />

brands were prize winners many<br />

times over at prestigious competitions.<br />

In 2006, the Company’s <strong>Baltika</strong> No. 0<br />

Non-Alcoholic won the Silver Medal,<br />

while in 2008 <strong>Baltika</strong> No. 6 Porter<br />

was awarded a Bronze Medal.<br />

In July, the Company’s <strong>Baltika</strong> No. 8<br />

Wheat won the Silver Medal at the<br />

International Beer Challenge in London<br />

(Great Britain) in the “Wheat —<br />

Hefeweizen and Kristalweizen” category.<br />

<strong>Baltika</strong> No. 4 Original and <strong>Baltika</strong> No. 6<br />

Porter won the Bronze Medal in the<br />

“Viennese Lager” and “Baltic Porter<br />

and Russian Imperial Stout” categories<br />

respectively.<br />

Žatechý Gus Černý, a new corporate<br />

brand, won its first Gold Medal at the<br />

XII Moscow International Beer Festival.<br />

The brand was recognized as “The<br />

Best Dark Beer” by festival participants<br />

in the “Peoples’ Testing.” <strong>Baltika</strong> No. 3<br />

Classic was recognized as “The Most<br />

Popular” beer for the tenth time, while<br />

<strong>Baltika</strong> No. 0 Non-Alcoholic was named<br />

“The Best Non-Alcoholic Beer.”<br />

Kronenbourg 1664 was recognized<br />

as “The Best Licensed Beer”.


Brand Portfolio<br />

Each of these awards not only<br />

certifies the highest degree<br />

of professionalism of corporate<br />

brewers, but also demonstrates<br />

results achieved by the Company<br />

in upgrading its quality management<br />

system.<br />

<strong>Baltika</strong> No. 6 Porter was awarded the honorary<br />

title “The Best Baltic Porter in Europe”. The title<br />

was awarded at the end of July at the World<br />

Beer Awards international competition held<br />

in London (Great Britain).<br />

In November, <strong>Baltika</strong> No. 4 Original was named<br />

the best in the “Red and Amber Lager” category<br />

at the European Beer Star Awards (Nuremberg,<br />

Germany). The Company won the title for the<br />

third year in a row.<br />

Also in November <strong>Baltika</strong> No. 3 Classic and<br />

<strong>Baltika</strong> No. 7 Export won the titles of “The<br />

Best Domestic Brand” for the mainstream and<br />

premium price segments in the “Beer” category<br />

at the major “Good of the Year” competition.<br />

Tuborg brand was named the best in the “Beer:<br />

the licensed brand” category.<br />

23


financial Position


Financial Position<br />

In <strong>2010</strong>, an unprecedented<br />

increase in the excise duty for<br />

beer increased the selling price for<br />

products of brewing companies.<br />

The increase exceeded the inflation<br />

rate. This reduced the market<br />

as a whole, resulting in a decrease<br />

in the Company’s sales volumes.<br />

The Company mitigated this negative<br />

effect by upgrading the efficiency of all<br />

operations and maintaining a pricing<br />

strategy of gradual price increases<br />

throughout the year.<br />

Key Financial Performance<br />

Indicators<br />

<strong>2010</strong> 2009<br />

* Operating profit includes other incomes and is adjusted taking into account incomes<br />

and costs from participation in dependent companies.<br />

Change,<br />

<strong>2010</strong> / 2009<br />

Sales, million hectoliters 37.6 42.7 -12 %<br />

Net revenue, million rubles 79,307 93,720 -15 %<br />

Cost of sales, million rubles -34,162 -42,466 -20 %<br />

Gross profit, million rubles 45,145 51,254 -12 %<br />

Distribution expenses, million rubles -18,552 -19,150 -3 %<br />

Administrative expenses,<br />

million rubles<br />

-2,429 -2,529 -4 %<br />

Operating profit*, million rubles 23,631 29,618 -20 %<br />

Operating profit before depreciation,<br />

million rubles<br />

29,187 34,262 -15 %<br />

Profit for the year, million rubles 19,171 23,372 -18 %<br />

Operating margin, % 29.8 31.6 -1.8 p.p.<br />

Gross margin, % 56.9 54.7 +2.2 p.p.<br />

ROA, % 33.5 37.2 -3.7 p.p.<br />

ROE, % 42.9 46.5 -3.6 p.p.<br />

ROCE, % 43.9 50.8 -6.9 p.p.<br />

EPS, rubles 112.55 147.14 -23.5 %<br />

25


26<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

A substantial decrease in production and sales volumes<br />

due to the increased tax load and the effect of stocks<br />

accumulated by distributors resulted in negative dynamics for<br />

the Company’s financial performance indicators. However,<br />

despite the above, the Company managed to maintain high<br />

margin and demonstrated the ability to manage fixed costs<br />

in highly volatile market conditions. This was possible due<br />

to continually upgrading efficiency and exercising a high level<br />

of control over costs. For example, administrative expenses<br />

were cut by RUB 100 million during the reporting period.<br />

As with other positive effects, cost optimization was the<br />

result of efficiency increases and expanded outsourcing.<br />

This considerably decreased cost of sales compared with<br />

2009.<br />

Favorable prices for basic raw materials in H1 <strong>2010</strong> yielded<br />

good results, as barley and malt prices reached their lowest<br />

point in the last four years. Adverse weather conditions<br />

during the summer of <strong>2010</strong> (harvest ripening season)<br />

decreased the barley crop, which led to a sharp increase<br />

in barley and malt prices by the end of <strong>2010</strong>. This affected<br />

year-end profits.<br />

During <strong>2010</strong>, the Company<br />

continued to implement<br />

programs to increase<br />

operational efficiency, including:<br />

developing its own agricultural<br />

project, energy saving<br />

measures, expanding cross<br />

production, optimizing the use<br />

of the Company’s transportation<br />

vehicles, developing storage<br />

logistics and the direct delivery<br />

project, “Lean Production” and<br />

much more. Considerable<br />

investments were made<br />

into launching new products,<br />

promoting points of sales,<br />

strengthening the commercial<br />

infrastructure, upgrading IT<br />

management systems and<br />

implementing environmental<br />

projects.


Financial Position<br />

Liquidity and efficiency<br />

Due to high operating profit<br />

in <strong>2010</strong> and working capital<br />

optimization, as well as the<br />

implementation of the strategy<br />

for investing in priority projects,<br />

the Company accumulated<br />

a considerable volume<br />

of free cash flow, the major<br />

share of which was used for<br />

dividend payments according<br />

to a resolution adopted at the<br />

<strong>Annual</strong> General Shareholders<br />

Meeting. Dividends paid<br />

by the Company in <strong>2010</strong><br />

exceeded RUB 27 billion,<br />

of which RUB 21 billion<br />

were 2009 dividends and<br />

the rest — the interim <strong>2010</strong><br />

dividends. Temporarily free cash<br />

funds were used by the Company<br />

for short-term investments on the<br />

capital market.<br />

During <strong>2010</strong>, the Company<br />

continued to upgrade its working<br />

capital management system.<br />

Reducing the working capital / net<br />

revenue indicator more than two<br />

times demonstrates success<br />

in this field.<br />

Despite an increase in the<br />

excise component of receipts,<br />

the share of trade receivables<br />

was considerably reduced.<br />

The improved turnover in trade<br />

receivables can primarily be<br />

attributed to efficient interaction<br />

with the Company’s distributors<br />

and the maintenance of low<br />

overdue trade receivables in the<br />

traditional retail and on-trade<br />

channels.<br />

The deficit on the grain market<br />

(caused by poor grain crop) led<br />

to the establishment of reserve<br />

stocks of barley and malt to cover<br />

market risks, thereby influencing<br />

material stock levels as of the<br />

end of the year. However, the<br />

Company successfully<br />

implemented projects to upgrade<br />

supply chain management, which<br />

helped maintain sufficient stock<br />

throughout the year and reduced<br />

the average level considerably.<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

Trade working capital / net revenue, 2009 / <strong>2010</strong><br />

%<br />

6.3 %<br />

Trade<br />

working<br />

capital /<br />

Net<br />

revenue<br />

2009<br />

2.7 %<br />

-3.2 %<br />

Stocks Trade<br />

receivables<br />

-2.5 %<br />

Trade<br />

accounts<br />

payable<br />

Achieving strong results for optimizing working<br />

capital made it possible for the Company to focus on<br />

upgrading the quality of services for distributors while<br />

maintaining a sufficient stock of products in highly<br />

volatile demand conditions.<br />

Strengthening partner relationships with suppliers and<br />

implementing efficient financial instruments improved<br />

the turnover of trade accounts payable with no<br />

appreciable effect on the Company’s costs.<br />

Despite a considerable improvement in working capital<br />

efficiency and on-line investment management, the<br />

efficiency of the Company’s assets declined slightly<br />

due to the reduction in operating profit under the<br />

above-mentioned market conditions. It is worth noting,<br />

however, that the efficiecy of the Company’s assets<br />

is still higher than the industry average.<br />

3.3 %<br />

Trade<br />

working<br />

capital /<br />

Net<br />

revenue<br />

<strong>2010</strong><br />

27


Key Projects


Key Projects<br />

Logistics<br />

The Company has implemented<br />

cost cutting and efficiency<br />

improvement measures, including<br />

logistics, in <strong>2010</strong>. Compared with<br />

2009, specific storage and delivery<br />

costs per liter produced by the<br />

Company decreased 16 %.<br />

The effect was achieved as a result<br />

of corporate efforts to implement<br />

a series of measures to upgrade<br />

supply chain efficiency, including<br />

optimizing the use of corporate<br />

transportation vehicles, expanding<br />

cross production, that is producing<br />

different <strong>Baltika</strong> brands at different<br />

production facilities, upgrading the<br />

automated production planning<br />

system, moderating service<br />

providers’ prices and optimizing<br />

storage logistics.<br />

The most significant logistics<br />

projects include developing and<br />

launching an open electronic<br />

auction for purchasing delivery<br />

services using third-party motor<br />

transportation. The auction<br />

enabled the Company to hold<br />

down costs despite rising rates for<br />

transportation services. Another<br />

project involved implementing<br />

an open bidding system to repair<br />

the Company’s railway cars.<br />

This system improved supply<br />

agreement conditions. Another<br />

project entailed implementing<br />

a monitoring system for motor<br />

freight transport using the GPS<br />

system, which allowed the<br />

Company to control transportation<br />

route efficiency.<br />

Upgrading storage logistics<br />

continued throughout <strong>2010</strong>,<br />

including implementing numerous<br />

projects designed to upgrade<br />

operational efficiency at<br />

warehouses via standardization<br />

the Company’s accounting policy.<br />

A new project called “Regional<br />

Logistics” was launched, which<br />

involved carrying out audits of the<br />

organization of storage using in-<br />

house and third-party warehouses, optimizing the<br />

quantity, geographic location of storage facilities<br />

and warehouse operations. Implementation of the<br />

automated storage accounting system continued<br />

at the Company’s branch facilities. In <strong>2010</strong>,<br />

the WMS (Warehouse Management System)<br />

was implemented in both Yaroslavl and Khabarovsk.<br />

During <strong>2010</strong>, functions of the “Master of Planning”<br />

supply chain system were improved, with further<br />

widening of production geography.<br />

To upgrade management decision efficiency<br />

concerning logistics and enhancing control over<br />

logistics, a new IT tool, Business Intelligence (BI),<br />

was implemented. Implementing BI accelerated the<br />

response to changes and enabled the Company<br />

to analyze the performance of the logistics service,<br />

upgrading control over all links in the supply chain.<br />

All of the above-mentioned measures contributed<br />

to cutting logistics costs.<br />

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<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Agricultural Project<br />

During the last six years, the<br />

Company has developed its<br />

own agricultural project, which<br />

is designed to ensure required<br />

brewing barley volumes, as well as<br />

to reduce raw material costs while<br />

maintaining high quality products.<br />

In addition, the project contributes<br />

to agricultural development and<br />

provides employment for more<br />

than 15 thousand people across<br />

Russia.<br />

In <strong>2010</strong>, abnormally hot and<br />

dry weather in numerous<br />

Russian regions resulted<br />

in a substantial decrease<br />

in the harvest of brewing barley<br />

suitable for brewing purposes<br />

both in Russia and abroad.<br />

The Company managed not<br />

only to maintain a greater<br />

share of its own barley, but<br />

also to further develop the<br />

agricultural project in these<br />

complex conditions. For example,<br />

an area was experimentally sown<br />

in Siberia and Far East. The<br />

Company’s cultivation areas are<br />

located practically all across the<br />

country, including areas in the<br />

Central, Central-Black Earth,<br />

Siberian and Far East regions.<br />

The Company actively uses the<br />

services of agricultural producers<br />

in the Central and Central-Black<br />

Earth regions. In <strong>2010</strong>, project<br />

participants included agricultural<br />

facilities in the Tula, Voronezh,<br />

Lipetsk, Ryazan, Tambov, Orel,<br />

Omsk and Amur Regions. The<br />

project has considerable upside<br />

potential in Siberia, the Urals and<br />

the Far East.<br />

In <strong>2010</strong> The Union of Russian<br />

Producers of Beer and Non-<br />

Alcoholic Beverages awarded<br />

the Order “For Services in the<br />

Development of the Beer Brewing<br />

Industry” to Vladimir Sukhonin,<br />

Head of the Department of<br />

Agricultural Projects Management<br />

of <strong>Baltika</strong> <strong>Breweries</strong>, for<br />

agricultural project development.<br />

On the whole, the project’s development has been<br />

successful, with an increase in the number of partner<br />

producer. Due to the agricultural project the Company<br />

optimized corporate purchases, as well as increased the<br />

interest of partner producers who receive stable purchase<br />

orders. The high quality of barley is realized thanks<br />

to a developed control system that is applied throughout<br />

the cycle, from seed stock to barley storage.<br />

The Russian Ministry of Agriculture awarded<br />

Ekaterina Azimina, <strong>Baltika</strong> Vice President for Finance<br />

and Economics, and Alexander Dedegkaev, <strong>Baltika</strong>’s<br />

Vice President for Supply Chain, with Letters of Merit<br />

for their long-standing work in this sphere of agricultural<br />

production.


Key Projects<br />

Quality Management System<br />

<strong>Baltika</strong> cares about its consumers and pays significant<br />

attention to product quality and safety.<br />

During the 1990s, <strong>Baltika</strong> was one of the first<br />

Russian companies to obtain the ISO 9001 Certificate<br />

of Quality.<br />

The Company implemented and maintains the operation<br />

of its Quality Management System (QMS), which enables<br />

the standardization, unification and regulation of key<br />

processes. QMS is a flexible system that ensures the<br />

efficient operation of facilities. The system is being<br />

continuously improved, taking into account Russian and<br />

foreign requirements, as well as changes in business<br />

processes.<br />

In 2009, the Company developed and implemented a Food<br />

Products Safety Management System (FPSMS) at its<br />

St. Petersburg facility. FPSMS development involved<br />

describing the product (beer) production process, the<br />

training of involved employees and performing internal<br />

audits. By the end of the year, the FPSMS at the<br />

St. Petersburg facility was certified as complying with the<br />

ISO 22000:2005 international standard (GOST P ISO<br />

22000-2007), based on НАССР (Hazard Analysis and<br />

Critical Control Points) principles. The inspection audit<br />

was performed by the certifying authority in <strong>2010</strong>.<br />

Currently, the Food Products Safety Management System<br />

is being implemented at other corporate production<br />

facilities.<br />

International standards certification is voluntary. It<br />

confirms that the Company’s operations are based on best<br />

international practices used to maintain and upgrade the<br />

quality and safety of products and business processes.<br />

The Company wrapped up implementing the Laboratory<br />

Information Management System (LIMS) in all corporate<br />

branches in <strong>2010</strong>. LIMS replaced the previous information<br />

management system, ensuring greater functionality and<br />

flexibility. The new system is just a stage in implementing<br />

a new automated lot accounting system (an accounting<br />

method according to which each lot of goods documented<br />

by one and the same document is stored in individual<br />

packages). The main LIMS functions are to process<br />

and store test result data and to communicate the<br />

data to involved departments. LIMS ensures the quick entry,<br />

analysis, storage and management of laboratory data,<br />

enabling personnel to check test results for compliance with<br />

corresponding regulatory documents and specifications<br />

and to monitor test results in real time throughout the<br />

entire production process, from raw material entry to the<br />

production of finished goods. In addition, the system can be<br />

integrated with other automated systems to facilitate the<br />

solution of tasks for the facility as a whole.<br />

Additional enhancement of LIMS functions and features,<br />

including integration with the Company’s data systems,<br />

is planned for 2011.<br />

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<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Efficiency Improvement Programs<br />

“Lean Production”<br />

The Company continues to develop its “Lean Production”<br />

project intended to minimize all types of costs. In <strong>2010</strong>,<br />

<strong>Baltika</strong> introduced project technologies, including:<br />

Tagging, Value Stream Mapping, Kaizen-blitz (Rapid<br />

Improvement Process), Total Production Maintenance<br />

and the Single Minute Exchange of Dyes. Changeover<br />

time is a vital factor for any company looking to build<br />

its production based on just-in-time manufacturing and<br />

economic lot size concepts. Rapid changeover is a way<br />

to convert equipment to run different products and avoid<br />

storing unusable stock at the Company’s warehouse.<br />

In <strong>2010</strong>, the economic benefit of implementing only<br />

one Single Minute Exchange project in the Company’s<br />

bottling room during one peak season month totaled<br />

RUB 30 million. Streamlining production flows, reducing<br />

losses from stock and materials and increasing production<br />

rates and the performance of bottling lines under projects<br />

ensured significant cost saving.<br />

“Your Idea Works!”<br />

The “Your Idea Works!” project is three years old.<br />

The project is designed to search for and implement<br />

ideas suggested by <strong>Baltika</strong>’s employees. The goal of the<br />

project is to implement production process improvements<br />

which do not require global changes and/or investments.<br />

During the reporting period, the number of ideas received<br />

from corporate employees exceeded 400. In the mediumterm,<br />

potential savings from the suggested ideas could<br />

total approximately RUB 80 million per year.<br />

“Business Excellence Fund”<br />

In <strong>2010</strong>, the “Got an Idea!” motivational program for the<br />

sales department was further developed to become the<br />

“BEF” or “Business Excellence Fund.” This program<br />

collects the best ideas suggested by the Company’s<br />

employees related to implementing new standards<br />

of brand activation at points of sale, that are suitable for<br />

subsequent integration into daily practices.<br />

“The Master of Planning”<br />

A cross-functional automatic system called “The Master<br />

of Planning” is used within the framework of the<br />

Company’s initiative to upgrade operational efficiency. The<br />

system distributes volumes among branches based on<br />

forecast demand and numerous other factors, including<br />

supply, production, logistics and sales. “The Master<br />

of Planning” allows costs related to the purchase of raw<br />

materials, production and product delivery along the entire<br />

supply chain to be optimized.<br />

Investments<br />

In <strong>2010</strong>, total corporate<br />

investments stood at<br />

RUB 2.9 billion.<br />

Major investments were channeled<br />

at launching and supporting new<br />

products, commercial infrastructure<br />

and information technologies<br />

improvements and were targeted<br />

at efficiency upgrading and cutting<br />

costs. Investment projects included<br />

constructing new grain storage<br />

and renovating the existing one,<br />

as well as numerous environmental<br />

projects. The project for inhouse<br />

water supply provisions<br />

(artesian drinking water) at the<br />

Company’s facility in Yaroslavl<br />

was implemented, thus enabling<br />

the Company to reduce costs and<br />

to start the production of the new<br />

product — Zhivoy Ruchey drinking<br />

water.<br />

Constructing Grain Storage<br />

in Khabarovsk<br />

The Company began implementing<br />

a project that involved constructing<br />

a 3,200-ton grain storage facility<br />

in Khabarovsk in <strong>2010</strong>. In-house<br />

facilities for malt and barley<br />

storage will allow the Company<br />

to upgrade grain quality control<br />

and cut costs associated with<br />

leasing third-party storage facilities.<br />

Construction related to the<br />

assembly and installation of silos<br />

was wrapped up in <strong>2010</strong>.


Key Projects<br />

Renovating Grain Storage<br />

in Voronezh<br />

Renovating the existing<br />

grain storage involves replacing<br />

the intake plant, the tower, the<br />

head-house and basement<br />

equipment to receive and offload<br />

grain in compliance with industrial<br />

safety requirements.<br />

The Artesian Well in Yaroslavl<br />

The Company surveyed operations<br />

in numerous Russian regions<br />

to find water that has an optimal<br />

and balanced natural chemical<br />

composition, suitable for producing<br />

a new drinking water called Zhivoy<br />

Ruchey. The water produced from<br />

the artesian well developed at<br />

the <strong>Baltika</strong>-Yaroslavl production<br />

facility meets these requirements<br />

perfectly. The water produced<br />

from a depth is subject to multistage<br />

treatment including fine<br />

purification using nanometric filters<br />

which preserve the water’s natural<br />

mineralization.<br />

On-line Scheduling of Filling<br />

Shops<br />

The integrated development<br />

of information systems for the<br />

Operations Division involves<br />

implementing on-line scheduling<br />

for filling shops. In <strong>2010</strong>, on-line<br />

scheduling was implemented at<br />

the Company’s production facilities<br />

in Rostov-on-Don, Tula and<br />

Chelyabinsk. On-line scheduling<br />

is a part of MES (Manufacturing<br />

Execution System) and involves<br />

acquiring data and organizing<br />

the operation of filling shops,<br />

including equipment and software.<br />

Scheduling allows monitoring<br />

filling shops, thus providing<br />

an opportunity to upgrade the<br />

management efficiency of ships.<br />

Utilizing data acquired from on-line<br />

scheduling increased production<br />

equipment efficiency. On average,<br />

efficiency increased 3 %.<br />

Decanting Equipment<br />

Balancing economic, social and environmental<br />

factors, while making managerial decisions, is one<br />

of the Company’s key principles. The Company<br />

invests considerable amounts in energy-saving<br />

technologies and lessening the impact of equipment<br />

on the environment. In <strong>2010</strong>, decanting equipment<br />

was installed at the Company’s production facilities<br />

in St. Petersburg, Voronezh and Chelyabinsk.<br />

Equipment for dewatering kizelgur (the material used<br />

to filter beer) was installed within the framework of the<br />

Company’s environmental program. New decanting<br />

equipment will lessen environmental impact by<br />

reducing the volume and mass of wasted kizelgur,<br />

which can be used as raw material in other production<br />

processes.<br />

Launching a New Canning Line at the <strong>Baltika</strong>-<br />

Rostov Production Facility<br />

A new canning line at the <strong>Baltika</strong>-Rostov production<br />

facility was installed and commissioned in <strong>2010</strong>. The<br />

economic effect and production capacity of the new<br />

line were calculated using “The Master of Planning”<br />

system. The production capacity of the new line<br />

is 60 thousand half-liter cans and 30 thousand liter<br />

cans per hour. Launching the line in Rostov will<br />

decrease delivery costs and broaden the range<br />

of products produced at the facility. Canned beer<br />

produced at the <strong>Baltika</strong>-Rostov production facility<br />

can be exported to Ukraine, Transcaucasia and<br />

Turkmenistan. The products will also be sold in the<br />

South of Russia.<br />

Bio-gas in Samara and Yaroslavl<br />

To support Russia’s energy-saving policy and<br />

to upgrade power consumption efficiency, the<br />

Company implemented an environmental project<br />

that uses bio-gas as boiler fuel. The project<br />

was implemented in <strong>2010</strong> at two of the Company’s<br />

production facilities in Samara and Yaroslavl.<br />

It is assumed that using bio-gas will cut natural<br />

gas consumption by 10 % per annum. The first bio-gas<br />

project was realized in 2008 at <strong>Baltika</strong>-Khabarovsk.<br />

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<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Sales Development<br />

In <strong>2010</strong>, the Company’s Sales<br />

Division was re-organized<br />

partly due to centralizing sales<br />

channel management. A separate<br />

department was launched to deal<br />

with key national customers.<br />

Within the division, the regional<br />

sales structures were also<br />

individualized.<br />

In addition, the 1 st stage<br />

of the planned changes<br />

in trade marketing function<br />

was completed and the function<br />

was renamed as “Trade Channel<br />

Marketing.” The transformation<br />

was designed to ensure<br />

a new quality of management<br />

at points of purchase*, based<br />

on a deeper understanding<br />

of buyers’ motivation, and to take<br />

this motivation into account,<br />

depending on specific sales<br />

channels.<br />

The first stage of the<br />

transformation included developing<br />

long-term strategies for each<br />

trade channel, optimizing the<br />

principles and processes of crossfunctional<br />

planning for promotional<br />

campaigns, establishing standards<br />

for the activating brands at points<br />

of sale and training key employees<br />

on new operating principles.<br />

Additional transformation will<br />

involve upgrading buyer relations<br />

and synchronizing the operation<br />

of all commercial functions, as well<br />

as increasing the quality coverage<br />

of activations.<br />

The most recent year was marked<br />

by the addition of a significant<br />

number of non-beer beverages<br />

to the Company’s portfolio.<br />

To introduce new beverages<br />

to the market, a special model<br />

was developed, which ensures the<br />

balanced development of both beer<br />

and non-beer segments.<br />

* The point-of-purchase, or POP is the point where a buyer<br />

decides to buy this or that product, brand or package.<br />

The on-trade channel segment was actively developed,<br />

which led to the Company’s record-breaking<br />

performance — with sales growth exceeding 13 %<br />

in 2009. Employees of the on-trade channel continued<br />

to communicate about the Company’s brands in the<br />

HoReCa segment, by developing new segmentation<br />

of the retail trade, which will improve visualization of the<br />

<strong>Baltika</strong> brands for the channel’s target consumers.<br />

During the year, 4,316 <strong>Baltika</strong> employees, including top<br />

managers, participated in “<strong>Baltika</strong>’s Landing Party” action.<br />

This Program was organized by the Company to assist<br />

“field” employees in the sales department during high<br />

season and to share experience.<br />

On November 2 nd , <strong>2010</strong>, the Company received the<br />

“Supplier of St. Petersburg” award for its contribution<br />

to developing the consumer market from the City<br />

Government.


Key Projects<br />

Professional Awards<br />

The Company’s achievements<br />

in personnel management<br />

were recognized with two<br />

awards in fall <strong>2010</strong>. The<br />

Company was awarded the<br />

<strong>2010</strong> PEOPLE INVESTOR<br />

Prize in the “HR Management”<br />

category for its motivational<br />

programs “Your Idea Works!”<br />

and “I’ve Got an Idea!” The<br />

Company also won “The Best<br />

HR Project” contest in “The Best<br />

Innovative Project” category,<br />

for its “PEAK” and “Challenge”<br />

programs. These career<br />

development and continuity<br />

programs were recognized for<br />

being implemented in the best<br />

possible manner.<br />

Investments in Personnel<br />

Continually developing competencies and<br />

upgrading personnel’s occupational skills<br />

constitutes one of the Company’s strategic<br />

goals. The Corporate University of <strong>Baltika</strong> (CUB)<br />

was established in <strong>2010</strong> based on best practices<br />

in personnel development and training. The<br />

University is intended to offer a complex approach<br />

to corporate development, and to implementing<br />

a development culture in which each employee<br />

is not only aware of the importance of continuous<br />

development, but also uses every development<br />

opportunity provided by the Company. The CUB<br />

departments listed below integrate support and<br />

development tools, career planning and continuity,<br />

as well as training programs for employees across<br />

all levels.<br />

The Leadership and Management Department<br />

supports developing and training managers<br />

across all levels. The Department provides career<br />

development, continuity and managerial skills<br />

programs. Consulting services on managerial<br />

issues are also included in the curriculum.<br />

The Business Skills Department facilitates<br />

upgrading business skills, including: negotiating<br />

and project management, etc. The Department<br />

offers not only training courses, but also programs<br />

for the improving English language skills, as the<br />

language is in greater demand among employees<br />

due to the growing number of international<br />

projects.<br />

The Production and Engineering Department<br />

facilitates professional development in production<br />

and engineering, using mentoring and knowledgetransfer<br />

techniques.<br />

The Occupational Department supports the<br />

development of specific knowledge, such<br />

as finance and information technology, providing<br />

trainees with basic knowledge in related fields.<br />

There is also a Sales Success Department, which<br />

offers training opportunities for employees in the<br />

sales department. These opportunities include field<br />

training and special professional advancement<br />

programs.<br />

To support development, corporate employees<br />

are offered different competency assessment<br />

methods. To identify the strong sides and areas for<br />

development of the Company’s personnel, the<br />

Company uses the following assessment<br />

techniques: annual performance assessment<br />

(mandatory for all employees), assessment and<br />

development centers, “360-degree” assessment.<br />

All these specific methods ensure a complex<br />

approach to development and career planning.<br />

35


Corporate Social<br />

Responsibility


The Company’s philosophy is based on<br />

a “We are engaged with society” principle.<br />

<strong>Baltika</strong> contributes to societal development<br />

and environmental protection by introducing<br />

business practices that follow corporate social<br />

responsibility (CSR) principles.<br />

In May 2008, Carlsberg Group companies, which<br />

include <strong>Baltika</strong>, signed on to the United Nations<br />

Global Compact* which stipulates ten principles<br />

of sustainable and responsible development<br />

businesses. These principles are reflected<br />

in the Carlsberg Group CSR Policy, which<br />

was approved in <strong>2010</strong>. The Policy covers the<br />

following key areas:<br />

Personnel and human rights;<br />

Labor protection;<br />

Environment;<br />

Marketing communication;<br />

Community engagement;<br />

Business ethics.<br />

Corporate Social Responsibility<br />

In <strong>2010</strong>, <strong>Baltika</strong> reviewed corporate documents<br />

related to CSR to make them consistent with<br />

Carlsberg Group Policy and developed and<br />

approved <strong>Baltika</strong>’s own CSR policies.<br />

<strong>Baltika</strong>’s CSR strategy was introduced on<br />

a systemic level and covers all business areas,<br />

from resource conservation to development<br />

a culture of responsible drinking.<br />

* The United Nations Global Compact,<br />

which was launched in July 2000,<br />

is both a political platform and a practical<br />

framework for businesses committed<br />

to sustainable development and<br />

responsible relationships in the business<br />

environment. As an initiative to upgrade<br />

the quality of corporate governance<br />

approved by corporate CEOs, it is focused<br />

on pursuing the universal consistency<br />

of business activities and strategies<br />

with ten universally accepted principles<br />

in the areas of human rights, labor, the<br />

environment and anti-corruption efforts.<br />

Personnel and Human Rights<br />

We value our employees, because they are at the<br />

heart of our success. The Company strives to create<br />

conditions which enable its employees to develop their<br />

skills to the fullest degree in an open and creative working<br />

environment.<br />

Social Partnership<br />

Corporate labor relations are based on respect and<br />

commitment to employees’ rights in accordance with<br />

social partnership principles.<br />

In 2007, <strong>Baltika</strong> established the Personnel Council,<br />

which is a body that represents the interests of all<br />

employees and enables them to be engaged in the<br />

Company’s social policy management. At the initiative<br />

of the Council and with the involvement of members<br />

of primary trade union bodies, the Company signed<br />

its collective bargaining contract in July 2008, which<br />

governs corporate social and labor relations, establishes<br />

mutual obligations for employees and the administration<br />

and expands employment guarantees for a three-year<br />

period. The main provisions of said contract are related<br />

to compensation packages, work and vacation time,<br />

conditions and labor protection.<br />

Last year, the Company began to develop a new version<br />

of its collective bargaining contract that will be concluded<br />

in 2011 when the existing contract expires.<br />

Compensation and Benefits Package<br />

The salary level at <strong>Baltika</strong> is one of the highest in the<br />

industry with the well-balanced compensation package.<br />

This enables the Company to attract highly-skilled<br />

personnel and provide good remuneration to employees.<br />

In <strong>2010</strong>, the average employee’s remuneration package<br />

increased 8 %.<br />

The compensation package includes a wide range<br />

of benefits and compensation, such as:<br />

Voluntary health insurance;<br />

Life and accident insurance;<br />

Free meals at the Company’s canteens or meal<br />

compensation for employees who are travelling on<br />

business;<br />

Financial benefits in the case of marriage, the birth<br />

of a child, anniversary dates or retirement; and<br />

Additional payments for illnesses, travelling expenses<br />

and other reasons.<br />

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<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

<strong>Baltika</strong> branches operate fitness centers outfitted with<br />

sophisticated workout facilities, saunas and swimming<br />

pools. The Company leases gym halls and football fields<br />

for its personnel and hosts various sporting events.<br />

<strong>Baltika</strong> owns a holiday center in the Leningrad Region<br />

providing year-round service, including a multipurpose<br />

fitness and entertainment complex. The<br />

complex runs a food production facility fitted with the<br />

most sophisticated kitchen and technical appliances<br />

that caters to 200 people, a 24-meter swimming<br />

pool with an up-to-date water treatment system, four<br />

saunas with mini swimming pools, a workout facility and<br />

a gymnasium.<br />

<strong>Baltika</strong> employees participate in numerous federal<br />

sporting events, including: “Ski Track of Russia,”<br />

an open mass cross-country skiing race, and city sports<br />

tournaments. In April <strong>2010</strong>, the Krasnoyarsk branch<br />

team won the City Cup in the mini-football championship<br />

for the Nevsky District Council of Industrialists and<br />

Entrepreneurs of St. Petersburg. During the reporting<br />

period, more than 1,000 <strong>Baltika</strong> employees participated<br />

in sporting events.


Corporate Social Responsibility<br />

Labor Protection<br />

<strong>Baltika</strong> is committed to ensuring<br />

the job safety of all corporate<br />

employees and contractors and<br />

is responsible for meeting high<br />

labor production standards.<br />

In <strong>2010</strong>, to monitor compliance<br />

with legal requirements in the<br />

areas of labor, industrial and<br />

fire safety and civil defense, the<br />

Company introduced the socalled<br />

“mutual audit” system,<br />

which are audits performed by the<br />

Company’s branch employees<br />

in other branches. In addition, the<br />

Company developed performance<br />

indicators to assess compliance<br />

with labor protection regulations,<br />

reviewed standards of providing<br />

free work clothes, work boots and<br />

other individual protective gear<br />

to employees and established the<br />

self-assessment system to ensure<br />

compliance with labor protection<br />

regulations. The Company<br />

regularly evaluates job safety rules<br />

compliance by its employees and<br />

holds integrated job safety days.<br />

Production shops are fitted with<br />

hi-tech equipment that regularly<br />

controls technical conditions.<br />

Work places are outfitted with<br />

sophisticated office equipment,<br />

and the production and office<br />

environments are monitored<br />

for lighting, dust content, noise,<br />

ventilation and other indicators.<br />

Employees receive free work<br />

clothes and boots, individual<br />

protective gear, detergents and<br />

disinfectants and drinking water.<br />

Environment<br />

<strong>Baltika</strong> meets Russian environmental regulation<br />

requirements, national environmental standards and the<br />

provisions of its in-house environmental policy, which were<br />

developed in accordance with CSR Policy.<br />

Under its Environmental Policy, the Company aims<br />

to “optimize natural resources consumption and use<br />

environmentally-friendly products, materials and<br />

technologies.”<br />

Key areas of corporate activity related<br />

to the environment:<br />

Minimize environmental impact;<br />

Upgrade waste treatment; and<br />

Efficiently utilize resources.<br />

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40<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Environmental Management<br />

In <strong>2010</strong>, the Company began preparations to receive<br />

ISO 14001, an international environmental management<br />

certificate. As part of the preparation process,<br />

<strong>Baltika</strong> established special working groups to implement<br />

the environmental management system (EMS), developed<br />

a range of internal regulations and guidelines and<br />

identified and assessed environmental issues. ISO 14001<br />

will certify that the Company efficiently implements its<br />

environmental management system which prevents risks<br />

related to environmental impact. The Company carried<br />

out so called “mutual audits” to control environmental<br />

regulation compliance in the spheres of labor protection,<br />

industrial and fire safety and civil defense.<br />

Returnable Bottle Project<br />

The Company looks to optimize<br />

the utilization and processing<br />

of packaging materials<br />

to minimize environmental<br />

impact. To increase the<br />

share of returnable bottles<br />

in the <strong>2010</strong> production<br />

process, the Company<br />

continued to implement its<br />

Returnable Bottle Project.<br />

During the reporting period,<br />

the share of returnable bottles used for production<br />

purposes amounted approximately 36 %. The Company<br />

developed and offered its vendors a special targeted<br />

program focused on turn-in points located in different<br />

Russian regions to up bottle collection. As a result, the<br />

number of glass bottle centers increased 30 % compared<br />

with 2009.<br />

Energy Efficiency<br />

Energy efficiency<br />

is an important component<br />

of <strong>Baltika</strong>’s environmental policy.<br />

The Company undertakes different<br />

efforts to upgrade energy efficiency,<br />

including projects involving<br />

alternative energy source usage.<br />

In 2002–2003, the Company’s<br />

breweries in St. Petersburg and<br />

Rostov-on-Don commissioned their<br />

own thermal power plants which<br />

allowed them to partially meet their<br />

internal demand for electric and<br />

thermal power. In 2009, the <strong>Baltika</strong>-<br />

Khabarovsk branch installed a solar<br />

battery system to heat the fitness<br />

center for corporate employees.<br />

Bio-fuel is widely used in Europe<br />

as an alternative energy source.<br />

In Russia, this technology<br />

was first implemented at the<br />

<strong>Baltika</strong>-Khabarovsk plant which put<br />

into operation a unit to burn biofuel<br />

produced by sewage treatment<br />

facilities. In <strong>2010</strong>, the project to use<br />

bio-fuel as a boiler house fuel<br />

was also implemented at <strong>Baltika</strong>’s<br />

Samara and Yaroslavl plants. These<br />

projects will minimize environmental<br />

impact and conserve natural gas.<br />

As part of the <strong>2010</strong> energy efficiency<br />

program, <strong>Baltika</strong> has developed<br />

“Leadership Energy,” a special<br />

domestic program aimed at reducing<br />

costs both in primary production<br />

and energy production that<br />

looks to promote efficient energy<br />

resource usage by its employees.<br />

In <strong>2010</strong>, the Company collected<br />

more than 400 proposals<br />

to upgrade energy efficiency from<br />

300 employees involved in the<br />

program; most of these proposals<br />

are now being implemented.


Corporate Social Responsibility<br />

In 2009–<strong>2010</strong>, for energy efficiency<br />

purposes, three of the Company’s<br />

plants (in Rostov-on-Don,<br />

St. Petersburg and Tula) installed<br />

systems for monitoring, measuring<br />

and managing energy resources<br />

which enable them to meet the<br />

challenges of the Company’s<br />

energy use management and<br />

ensure continuous energy saving<br />

and cost reduction.<br />

The automated monitoring,<br />

measuring and managing system<br />

for energy resources is designed<br />

to collect, process, maintain and<br />

display data on consumed energy<br />

resources and enables the<br />

Company to meet the following<br />

challenges:<br />

making the collecting, processing and storing<br />

of data from local measuring stations automatic;<br />

monitoring delivered and used energy resources;<br />

engaging in the technical record-keeping and review<br />

of energy use; and<br />

integrating existing energy measuring systems<br />

in a single information space.<br />

The Company plans to install these systems at all of its<br />

other production sites, putting them into operation and<br />

introducing an operational planning system for its own<br />

energy resources.<br />

In <strong>2010</strong>, <strong>Baltika</strong> joined the non-commercial partnership<br />

“Association of Buyers in the Wholesale and Retail Electric<br />

Power (Capacity) Markets,” which protects the interests<br />

of large power consumers and participates in dialogue<br />

between the business community and governmental<br />

authorities.<br />

41


42<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Total volume of energy resources used by <strong>Baltika</strong> in <strong>2010</strong><br />

in physical and monetary terms<br />

Resource type Unit Volume Cost, RUB<br />

Electric power kWh 385,509,751 659,642,692<br />

Gas thousand m3 125,190 378,544,529<br />

Diesel fuel Tons 10,594 162,849,260<br />

Oil fuel Tons 3,866 56,531,472<br />

Bio-fuel thousand m3 1,154 0<br />

Thermal energy MW 1,113,525 585,414,326<br />

Gasoline liters 3,902,664 75,007,561<br />

Gas for loaders<br />

(propane)<br />

Kg 2,018,803 35,650,764<br />

TOTAL 1,953,640,604<br />

For its contribution<br />

to efficient energy use,<br />

<strong>Baltika</strong> received the <strong>2010</strong><br />

“Save Energy!” national<br />

award, which was launched<br />

by the Moscow Government<br />

and sponsored by the<br />

Russian Ministry of Energy<br />

and the Russian Energy<br />

Agency, and was nominated<br />

for “The best corporate<br />

energy efficiency project” for<br />

successfully implementing<br />

projects to use alternative<br />

energy sources, as well<br />

as for its efforts to upgrade<br />

energy efficiency.


Corporate Social Responsibility<br />

Earth Hour<br />

For two years now, employees of all of <strong>Baltika</strong>’s<br />

breweries from St. Petersburg to Khabarovsk<br />

have been involved in Earth Hour, a World<br />

Wildlife Fund awareness campaign. The<br />

international campaign is aimed at attracting<br />

public attention to the issues of global warming<br />

and climate change. During this event,<br />

supporters abstain from using electricity for one<br />

hour to reduce greenhouse gas emissions.<br />

Campaigns Involving City Residents<br />

Not only does <strong>Baltika</strong> fund large-scale<br />

environmental programs, such as constructing<br />

treatment plants and using alternative energy<br />

sources, but it also hosts environmental<br />

awareness campaigns for city residents —<br />

enabling them to contribute to environmental<br />

improvement and to upgrade living standards.<br />

In <strong>2010</strong>, Rostov-on-Don held its fourth social<br />

contest for the best yard improvement plan “My<br />

Favorite Yard.” Participants cleaned city yards<br />

and participated in the voluntary clean-up of the<br />

Chukovsky City Park. <strong>Baltika</strong>’s Chelyabinsk<br />

branch participated in the city target program<br />

“Yard-<strong>2010</strong>” to develop children’s playgrounds<br />

around the city. Forty young apple trees<br />

were planted in the Krasnoyarsk City Park<br />

to commemorate the 135 th anniversary of the<br />

Company’s brewery in Krasnoyarsk. Chelyabinsk<br />

holds a regular campaign to remove trash from<br />

the Miass River — volunteers and professional<br />

divers cleaned up the river bed and its<br />

embankments. Garbage bins designed by the<br />

Company’s employees and students from the<br />

city’s Institutes of Architecture were installed<br />

in Novosibirsk’s Zayeltsovsky Park as part of the<br />

“Clean City Park” program. In Yaroslavl, the<br />

Company sponsored the city contest “Yaroslavl<br />

in Flowers” to commemorate the city’s 1,000 th<br />

anniversary.<br />

“Zhivoy Ruchey to Wildlife”<br />

In August and September of <strong>2010</strong>, the<br />

Zhivoy Ruchey (Life Spring) water brand<br />

hosted an environmental campaign in six<br />

Russian cities. More than 420 volunteers<br />

participated in the campaign and cleaned the<br />

banks of water reservoirs in Moscow, Yaroslavl,<br />

Voronezh, St. Petersburg, Rostov-on-Don and<br />

Samara. Approximately 120 tons of trash were<br />

collected and removed.<br />

43


44<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Marketing<br />

Communication<br />

The Company undertakes<br />

different efforts to promote<br />

responsible consumption and<br />

voluntarily assumes self-regulation<br />

responsibilities from the Union<br />

of Russian Brewers.<br />

Code of Business<br />

Communication for<br />

Russian Brewers<br />

On March 30 th , <strong>2010</strong>, at the<br />

<strong>Annual</strong> General Meeting<br />

of the Union of Russian Brewers,<br />

representatives from small-,<br />

medium- and large-sized<br />

Russian breweries approved the<br />

Code of Business Communication,<br />

a document that stated existing<br />

and future brewers’ approaches<br />

to advertising. <strong>Baltika</strong> was one<br />

of the initiators of the Code.<br />

The Code both emphasizes<br />

the strict observance of the<br />

applicable Law on Advertising and<br />

proposes additional and voluntary<br />

restrictions for promoting brewery<br />

products. For example, brewers<br />

shall not use any slang directed<br />

at minors, position the alcoholic<br />

strength of a beer as an advantage<br />

for any beer brand, state that low<br />

alcohol beers help avoid the abuse<br />

of beer and shall prohibit the sale<br />

of beer to minors at public events.<br />

The Special Supervisory Board<br />

consisting of independent<br />

experts shall monitor compliance<br />

with provisions of the Code<br />

of Business Communication. The<br />

Supervisory Board is headed by<br />

Natalia Fonareva, Chairman of the<br />

Russian Chamber of Commerce<br />

and Industry on business<br />

regulation and one of the authors<br />

of the Russian Law on Advertising.<br />

Warning Notice on Packing<br />

Subject to applicable Russian laws, all beer<br />

advertising and promotional materials shall carry<br />

warning notices of the risks associated with abusing<br />

beer. President Dmitry Medvedev in his Instructions<br />

to the Russian Government proposed extending<br />

legal requirements to include consumer packaging<br />

of alcohol products and low-alcohol beverages,<br />

beer and beer-based beverages. The Union<br />

of Russian Brewers proposed that brewing<br />

companies voluntarily put warning notices on beer<br />

packaging without waiting for the relevant legal<br />

requirement.<br />

The brewery companies, members of the Union<br />

of Russian Brewers, including <strong>Baltika</strong> <strong>Breweries</strong>,<br />

which had approved the above decision started<br />

to distribute products carrying the warning notice<br />

for risks associated with abusing beer on packaging<br />

as of June 1 st , <strong>2010</strong>. The notice must cover at<br />

least 10 % of a bottle label or the surface-side<br />

of a can and carry warnings of the harm from<br />

beer abuse, as well as a sign “18 — Selling beer<br />

to minors is prohibited” designed and approved by<br />

the Union of Russian Brewers.


Corporate Social Responsibility<br />

Community Engagement<br />

Caring for communities is one<br />

of the basic principles of the<br />

Company’s operations. We are<br />

aware of the impact that we<br />

have on local communities<br />

in which we operate, as well<br />

as our opportunities to cooperate<br />

with them. Therefore, we take<br />

responsibility for making a positive<br />

contribution to these communities’<br />

development.<br />

Beer Patrol<br />

In <strong>2010</strong>, <strong>Baltika</strong> continued<br />

implementing its social project<br />

“Beer Patrol,” which was originally<br />

launched in 2008. The Project<br />

looks to pursue public control<br />

over complying with the law that<br />

prohibits beer sales to minors.<br />

Public inspections are carried<br />

out at all public events hosted by<br />

<strong>Baltika</strong> and in all retail outlets.<br />

In 2009, the Company carried<br />

out inspections to prevent the<br />

improper and negligent conduct<br />

of sellers in 24 Russian cities,<br />

including: Astrakhan, Voronezh,<br />

Volgograd, Yekaterinburg,<br />

Ivanovo, Krasnodar, Krasnoyarsk,<br />

Lipetsk, Moscow, Novomoskovsk,<br />

Novosibirsk, Penza, Omsk,<br />

Rostov-on-Don, Samara,<br />

St. Petersburg, Sochi, Stavropol,<br />

Tambov, Tula, Ufa, Khabarovsk,<br />

Chelyabinsk, Yaroslavl and<br />

Alma-Aty in Kazakhstan. In <strong>2010</strong>,<br />

Belarus and three additional<br />

Russian cities — Kaluga, Kursk<br />

and Orel — also joined the project.<br />

In 2009–<strong>2010</strong>, the Company<br />

conducted 80 raids and inspected<br />

approximately 1,000 retail outlets<br />

and reported violations in roughly<br />

one third of them.<br />

Beer Patrol is expanding its geographic coverage,<br />

increasing the number of program participants and<br />

shifting the emphasis on the Company’s involvement<br />

in the project. The Company acts less as an inspections<br />

organizer and more as an expert assisting in the<br />

supervision and public organization of efforts to combat<br />

legal violations. In <strong>2010</strong>, the Company sponsored the<br />

Public Control initiative in Yekaterinburg, Civil Patrol<br />

in Samara and Public Control raids in the Southern<br />

Federal Region towns.<br />

Project efforts include putting up a special sign “Are you<br />

18? Prove that!” in retail outlets, as well as educating<br />

sales personnel about necessary steps to check a buyer’s<br />

age. These efforts are preventive in nature and enable<br />

the Company to reduce the amount of unauthorized beer<br />

sales to persons under the age of 18.<br />

Are you 18? Prove it! The sale of beer to minors is prohibited. It’s the low!<br />

You can show your passport, driving license or student card<br />

45


46<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

The Culture of Responsible Drinking<br />

In addition to the brewing history museum in Krasnoyarsk,<br />

the Company opened a new museum at the<br />

<strong>Baltika</strong>-St. Petersburg plant in <strong>2010</strong>.<br />

The opening ceremony for the Brewing History<br />

Museum in St. Petersburg coincided with <strong>Baltika</strong>’s 20 th<br />

anniversary on June 17 th , <strong>2010</strong>. The Museum has six<br />

main sections. Visitors can learn about the history<br />

of brewing starting in Ancient Egypt and can take a look<br />

at a Russian cabin and learn about Russian brewing<br />

traditions and its role in peasants’ life. The section on<br />

Russian brewing traditions reconstructs the atmosphere<br />

of a St. Petersburg dive in the late 19 th – early 20 th century<br />

(the Russian dive is a bar that sells porter). The display<br />

includes a collection of decorative art objects, a unique<br />

collection of beer bottles, brewers’ appliances and<br />

one of Russia’s largest collections of hutter stoppers<br />

manufactured in Germany more than 100 years ago<br />

(which have a high historical and artistic value). The<br />

Soviet period is represented by a traditional 1970s beer<br />

tank. The contributions of the Carlsberg and the Jacobsen<br />

family, founders of the Danish brewing industry, to the<br />

development of the brewing industry, science and art are<br />

represented in the section devoted to European brewing.<br />

The museum exhibition includes the history of <strong>Baltika</strong>.<br />

Visitors can see how the plant looked 20 years ago,<br />

as well as the Company’s first labels, bottles and mugs.<br />

In <strong>2010</strong>, the Company hosted several photo shows<br />

“Beer. 100 years of history in photographs” based on<br />

photographs collected by the Museum. The Company<br />

presented shows in special tents at the kvass and beer<br />

festivals during the summer in different Russian cities,<br />

as well as in local galleries and museums.<br />

Charity and Sponsorship<br />

For many years, <strong>Baltika</strong> has provided targeted charitable<br />

and sponsorship support in all regions in which it is present.<br />

In <strong>2010</strong>, the Company contributed RUB 122 million<br />

to charitable projects and important social events.<br />

The Company’s public efforts are focused on funding<br />

health and social protection projects and sponsoring city<br />

celebration events.<br />

The Company completed its largest charitable project<br />

in <strong>2010</strong> in Yaroslavl — it funded the overhaul of the<br />

regional children’s hospital to coincide with the City’s<br />

1,000 th anniversary.<br />

Under a long-term cooperation and support project<br />

with Turner Children’s Orthopedic Research Institute,<br />

<strong>Baltika</strong> funded the renovation of the Institute’s laboratory<br />

department. <strong>Baltika</strong> sponsored the St. Petersburg<br />

Children’s Hospice, the Mountain House of Hope<br />

rehabilitation center, the<br />

Tula Emergency Care Hospital<br />

named after Vanykin and the<br />

Chelyabinsk city social movement,<br />

Iskorka, to help pediatric oncology<br />

patients.<br />

To commemorate the 65 th<br />

anniversary of World War II<br />

victory, <strong>Baltika</strong> paid special<br />

attention to veterans. The <strong>Baltika</strong>-<br />

Novosibirsk branch hosted<br />

a gala concert for members<br />

of the Novosibirsk Society<br />

of Victims of the Leningrad Siege<br />

“Blockadnik” and presented<br />

gifts to all veterans. Targeted<br />

social assistance was provided<br />

to 400 veterans, invalids, war<br />

participants and workers on the<br />

home front. The Company funded<br />

the reconstruction of the Main Line<br />

of the Tula Defense Memorial.<br />

The Company continues to provide<br />

charitable support to local<br />

sport clubs, including: Dynamo<br />

volleyball club in Khabarovsk, the<br />

Rostov-on-Don handball club,<br />

the Yenisei Russian hockey club<br />

in Krasnoyarsk and Sibselmash<br />

in Novosibirsk.<br />

The Company contributed<br />

more than RUB 10 million<br />

to supporting City Days and other<br />

public events across Russia.<br />

In <strong>2010</strong>, <strong>Baltika</strong> funded City Days<br />

in Khabarovsk, Krasnoyarsk,<br />

Novosibirsk, Tula, Rostovon-Don<br />

and the Leningrad<br />

Regional Anniversary event<br />

in Kingisepp. For many years,


Taxes<br />

Corporate Social Responsibility<br />

the Company has been a partner<br />

of the St. Petersburg International<br />

Economic Forum.<br />

In <strong>2010</strong>, <strong>Baltika</strong> participated<br />

in 60 celebratory events across<br />

Russia and hosted some<br />

of them. Within one year, more<br />

than 1.5 million Russian citizens<br />

visited events hosted or supported<br />

by the Company and paid tribute<br />

to a large selection of beers and<br />

non-alcoholic beverages offered by<br />

the Company, listened to various<br />

musical styles and participated<br />

in contests, competitions and<br />

campaigns aimed at promoting<br />

responsible beer consumption. The<br />

hosts emphasized banning the sale<br />

of beer to minors under 18.<br />

Last year, <strong>Baltika</strong> participated<br />

in kvass and beer festivals in ten<br />

Russian cities: St. Petersburg,<br />

Moscow, Yaroslavl, Tula, Sochi,<br />

Rostov-on-Don, Samara,<br />

Novosibirsk, Krasnoyarsk and<br />

Khabarovsk. Large-scale musical<br />

events were held under the auspices<br />

of the Company’s popular brands:<br />

the Ilmen Festival of Art Songs,<br />

GreenFest, Transmusicales,<br />

the Stereoleto session and the<br />

Movida Corona concerts.<br />

<strong>Baltika</strong> is one of the largest taxpayers<br />

generating a significant portion of tax<br />

revenues in cities where the Company’s<br />

headquarters and branches are located. The<br />

timely and full payment of taxes to budgets<br />

across all levels is customary for a socially<br />

responsible company that strictly complies<br />

with Russian laws. In <strong>2010</strong>, the Company’s tax<br />

payments to budgets at all levels and extrabudgetary<br />

funds totaled RUB 50.6 billion.<br />

For many years now, <strong>Baltika</strong> has been the<br />

company that generates the largest tax<br />

revenues for St. Petersburg’s budget.<br />

Promotion of Popular Traditions<br />

During the summer, the Khlebny Krai kvass brand<br />

held entertainment and awareness campaigns, “Kvass<br />

Parties,” in ten Russian cities. Approximately four<br />

thousand people — mostly children and teenagers —<br />

participated in these campaigns. The campaigns were<br />

aimed at making young Russians aware of popular<br />

Russian traditions. The hosts invited experts<br />

in old popular crafts and held contests for the best<br />

knowledge of popular traditions, proverbs and sayings.<br />

In Samara, children learned to make pottery, birch<br />

bark platting, embroidery and crochet work. In Rostovon-Don,<br />

they painted clay and wood work, learned<br />

the basics of popular singing and played popular<br />

instruments. In Kazan, children learned to weave<br />

beads, cut wood, weave and make leather mosaics.<br />

They also learned a lot about the history of kvass and<br />

its role in Russia’s national culture. These campaigns<br />

are aimed at developing a healthy society and<br />

preserving spiritual heritage, as well as spurring the<br />

interest of young Russians in Russian history and<br />

promoting patriotism.<br />

Business Ethics<br />

The Company follows generally accepted norms<br />

and best practice business ethics. The Company’s<br />

business ethics policy establishes corporate principles<br />

for running the business as a responsible partner<br />

and is an instrument to protect its reputation. The<br />

policy includes a set of key provisions, in particular,<br />

the Conflict of Interests provision under which the<br />

Company only pursues business interests when<br />

selecting new partners and concluding agreements<br />

and avoids any conflicts of interests with existing<br />

business connections and the personal interests<br />

of its employees; the Provision on Complying<br />

with Competition Laws under which the Company<br />

makes efforts to prevent unfair competition<br />

in business practice and partner relationships; the<br />

Fraud Prevention Provision and the Provision on<br />

Inadmissible Corrupt Practices.<br />

47


Corporate<br />

Governance


<strong>Baltika</strong> adheres to best practice corporate<br />

governance standards in full accordance<br />

with the Corporate Governance Code, which<br />

has been approved by Russian securities<br />

authorities:<br />

All shareholders have the right to effective<br />

protection if their rights have been<br />

infringed on;<br />

Shareholders have access to reliable and<br />

effective settlement methods for share<br />

ownership rights;<br />

Shareholders are able to participate in the<br />

Company’s management by adopting<br />

decisions on the most important aspects<br />

of corporate activity at the General<br />

Shareholders Meeting;<br />

Shareholders have the right to receive<br />

regular, full and accurate corporate<br />

information;<br />

Shareholders do not abuse their rights;<br />

The Company exercises control over<br />

using confidential and proprietary<br />

information.<br />

Corporate Governance<br />

Observing the Corporate<br />

Governance Code<br />

The Company observes the following provisions of the<br />

Corporate Governance Code, concerning:<br />

Holding the General Shareholders Meeting:<br />

Shareholders have the right to introduce items<br />

in to the General Meeting’s agenda, as well as the<br />

right to request convening a General Shareholders<br />

Meeting without providing an extract from the<br />

shareholder register;<br />

The Company informs shareholders about<br />

convening a General Shareholders Meeting not<br />

less than 30 days prior to the date of the Meeting,<br />

regardless of agenda items, if legislation does not call<br />

for a longer period of time;<br />

The Company’s President, members of the<br />

Board of Directors, members of the Internal Audit<br />

Committee and the Auditor, as well as candidates<br />

for indicated management and control bodies, are<br />

required to attend the General Shareholders Meeting;<br />

The Provision on the Company’s management and<br />

control bodies stipulates the availability of registration<br />

procedures for participants at the General<br />

Shareholders Meeting.<br />

Activities of the Company’s Board of Directors, as well<br />

as requirements for its members:<br />

The Board of Directors is elected via cumulative<br />

voting;<br />

Members of the Board have the right to receive<br />

corporate information that is necessary to fulfill their<br />

functions. The order for conducting Board meetings<br />

is stipulated in the Provision on management and<br />

control bodies;<br />

The approval of the Company’s annual budget (for<br />

current operational economic activities), as well<br />

as the investment budget, falls under the competency<br />

of the Company’s Board of Directors in accordance<br />

with the Charter;<br />

The Company’s Provision on management and<br />

control bodies stipulates that Board members must<br />

act in the interests of the Company (preventing<br />

conflicts of interest);<br />

49


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<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

<strong>Baltika</strong> Management<br />

Members of the Board<br />

of Directors are required<br />

to inform the Company<br />

of any transactions<br />

that involve corporate<br />

securities;<br />

The Board of Directors<br />

does not include individuals<br />

who have been found<br />

guilty of economic<br />

crimes or crimes against<br />

governmental authorities or<br />

the interests of State and<br />

municipal services;<br />

The Board of Directors<br />

does not include persons<br />

who are participants, CEO<br />

(Manager), members<br />

of a management<br />

body or as employees<br />

in a competing legal entity.<br />

Denis Sherstennikov<br />

Vice President,<br />

Marketing<br />

Requirements for the Company’s control bodies on financial and<br />

economic activity:<br />

A document was adopted by the Company’s Board of Directors<br />

that defines corporate internal control procedures — the<br />

Provision on internal control and auditing financial and<br />

operational activity;<br />

A special corporate division exists that observes internal control<br />

procedures: the internal audit and control department;<br />

Internal control bodies do not include individuals who have been<br />

found guilty of economic crimes or crimes against governmental<br />

authorities or the interests of State and municipal services;<br />

Internal control bodies do not include persons who are<br />

executives, participants, CEO (Manager), members<br />

of a management body or employees in a competing Company;<br />

The internal audit and control department informs the Board<br />

of Directors’ Audit Committee on any detected violations;<br />

The Audit Committee evaluates auditor’s conclusions prior<br />

to submitting them to shareholders at the Company’s General<br />

Shareholders Meeting.<br />

Ekaterina Azimina<br />

Vice President,<br />

Finance and<br />

Economics


Anton Artemiev<br />

President<br />

Governance Structure<br />

Security<br />

Director<br />

Corporate Governance<br />

Vice President,<br />

Finance<br />

and Economics<br />

IT Director<br />

Vice President,<br />

Marketing<br />

Corporate<br />

Affairs<br />

Director<br />

Denis Lysak<br />

Vice President,<br />

Sales in Russia<br />

President<br />

Vice President,<br />

Supply Chain<br />

HR Director<br />

Legal Director<br />

Alexander Dedegkaev<br />

Vice President,<br />

Supply Chain<br />

Vice President,<br />

Sales in Russia<br />

Export Sales<br />

Director<br />

51


52<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Information disclosure requirements:<br />

A Provision on information policy was adopted to define<br />

rules and approaches for information disclosure. On the<br />

Company’s corporate web site (www.corporate.baltika.<br />

ru), official information regarding corporate activity<br />

is published; other information is also regularly disclosed<br />

on the site. In addition to this, information that requires<br />

compulsory stock market disclosure is published on<br />

the Interfax newswire. Izvestia newspaper is the official<br />

print media outlet that the Company uses to inform<br />

shareholders about convening general meetings.<br />

The Company’s Board of Directors approved the Provision<br />

on insider information, which refers to information that<br />

is not publicly available and the disclosure of which may<br />

substantially affect the market price of the Company’s<br />

securities.<br />

General Shareholders Meeting<br />

The General Shareholders Meeting is the Company’s<br />

supreme management body. In full accordance with<br />

applicable laws and the Company’s charter, the<br />

following issues fall under the competency of the<br />

General Meeting:<br />

Introducing amendments and alterations to the<br />

Charter or adopting a new edition of the Charter<br />

(except in cases indicated in the Russian law “On<br />

joint stock companies”);<br />

Corporate re-organization;<br />

Liquidating the Company, appointing a liquidation<br />

commission and approving intermediate and final<br />

liquidation balances;<br />

Defining the number of members on the Company’s<br />

Board of Directors, electing its members and early<br />

terminating their powers;<br />

Determining the number, nominal value and category<br />

(type) of authorized shares and rights granted by<br />

these shares;<br />

Increasing charter capital through a higher nominal<br />

share value. Upping charter capital by placing<br />

additional shares only in those cases, when in full<br />

accordance with Russian legislation, such resolutions<br />

can only be adopted by the General Meeting;


Corporate Governance<br />

Decreasing charter capital<br />

by decreasing the nominal<br />

value via the Company’s<br />

acquisition of a portion<br />

of shares to decrease<br />

their total number, as well<br />

as by cancelling purchased<br />

or bought back corporate<br />

shares;<br />

Electing members of the<br />

Company’s Internal Audit<br />

Committee, as well as early<br />

terminating their powers;<br />

Approving the Company’s<br />

auditors;<br />

Paying (announcing)<br />

dividends based on Q1, H1<br />

and nine month financial year<br />

results;<br />

Approving annual reports, annual accounting<br />

reports, including the Company’s profit and loss<br />

statements (profit and loss accounts), as well<br />

as profit distribution (including the payment<br />

(announcement) of dividends, excluding profit<br />

distributed as dividends as a result of Q1, H1, nine<br />

month or FY) and corporate losses as a result<br />

of the financial year;<br />

Defining the order of conducting the General<br />

Meeting;<br />

Splitting and consolidating shares;<br />

Adopting resolutions on approving transactions<br />

in cases defined by Article 83 of the Russian law<br />

“On joint stock companies;”<br />

Adopting resolutions on major transactions in cases<br />

defined by Article 79 of the Russian law “On joint<br />

stock companies;”<br />

Purchasing (by the Company) placed shares<br />

in cases determined by the Russian law “On joint<br />

stock companies;”<br />

Adopting decisions on participating in financial<br />

and production groups, associations and other<br />

commercial organization unions;<br />

Adopting internal documents regulating the<br />

activities of the Company’s bodies;<br />

Resolving other issues, as foreseen under the<br />

Russian law “On joint stock companies.”<br />

In <strong>2010</strong>, the Company held two General Shareholders<br />

Meetings: one annual (AGM) and one extraordinary<br />

(EGM).<br />

On April 8 th , <strong>2010</strong>, the Company held its <strong>Annual</strong> General<br />

Shareholders Meeting, which approved the annual<br />

report, the profit and loss statement based on full<br />

year results and 2009 profit distribution and dividend<br />

payments in the amount of RUB 128 per share.<br />

The General Meeting elected the Company’s Board<br />

of Directors and the Internal Audit Committee, as well<br />

as approved the Company’s auditors: CJSC A&P<br />

Audit and ZAO KPMG. In addition, new revisions<br />

of the Charter and the Provision on the Company’s<br />

management and control bodies were adopted, as were<br />

interested party transactions with Baltic Beverages<br />

Holding AB and Russian Railways OJSC and its<br />

affiliates.<br />

On August 30 th , <strong>2010</strong>, an Extraordinary General<br />

Shareholders Meeting was held via absentee<br />

voting, during which shareholders approved paying<br />

(announcing) dividends for H1 <strong>2010</strong> in the amount<br />

of RUB 42 per share.<br />

53


54<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

The main tasks of the Board of Directors<br />

include:


Hans Kasper Madsen<br />

Born 1961, higher education<br />

Member of the Board of Directors<br />

since 2008<br />

Holds positions in the following<br />

organizations:<br />

• Carlsberg <strong>Breweries</strong> A/S,<br />

Senior Vice President,<br />

Operations<br />

• Danish Malting Group A/S,<br />

member of the Board<br />

of Directors<br />

Corporate Governance<br />

Ulrik Andersen<br />

Born 1965, higher education<br />

Member of the Board of Directors<br />

since 2009<br />

Holds a position in the following<br />

organization:<br />

• Carlsberg <strong>Breweries</strong> A/S,<br />

General Counsel & Vice<br />

President Legal Counselling<br />

and Risk Management<br />

• Baltic Beverages Holding AB,<br />

member of the Board<br />

of Directors<br />

The Company’s Board of Directors consists<br />

of seven members, including two independent<br />

directors.<br />

During the reporting period, the membership<br />

of the Company’s Board of Directors<br />

underwent the following changes: on April 8 th ,<br />

<strong>2010</strong> Alexander Izosimov was replaced by<br />

Vladislav Grib.<br />

During <strong>2010</strong>, 17 meetings of the Company’s<br />

Board of Directors were conducted — both<br />

in person and via absentee voting.<br />

Vladislav Grib<br />

Independent Director<br />

Born 1972, higher education<br />

Member of the Board of Directors<br />

since <strong>2010</strong><br />

Holds positions in the following<br />

organizations:<br />

• The Russian Academy of Legal<br />

Sciences, Chairman of the<br />

Executive Committee<br />

• Yurist (Lawyer) Publishing Group<br />

Ltd, Editor-in-Chief<br />

• The Federal Chamber<br />

of Russian Federation Lawyers,<br />

Vice President<br />

• Head of the Civil Society Chair<br />

at the Moscow State Institute<br />

of International Relations, MFA,<br />

RF<br />

Alexander Shokhin<br />

Issues considered at meetings of the<br />

Company’s Board of Directors included the<br />

following:<br />

Approving the Company’s strategic<br />

development plans;<br />

Approving launch of new products,<br />

including: Old Bobby beer, Somersby<br />

cider and Zhivoy Ruchey drinking water;<br />

Concluding licensing agreements;<br />

Approving the 2011 Company budget.<br />

Independent Director<br />

Born 1951, higher education<br />

Member of the Board of Directors<br />

since 2008<br />

Holds positions in the following<br />

organizations:<br />

• RUIE, President<br />

• The State University — Higher<br />

School of Economics, President<br />

• Lukoil OJSC, member of the<br />

Board of Directors<br />

• Fortum OJSC, member of the<br />

Board of Directors<br />

• Russian Railways OJSC, member<br />

of the Board of Directors<br />

• TMK OJSC, member of the Board<br />

of Directors<br />

• TNK-BP Limited OJSC, member<br />

of the Board of Directors<br />

• Novorossiysk Sea Trade Port<br />

OJSC, member of the Board<br />

of Directors<br />

55


56<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Committees of the Company’s<br />

Board of Directors<br />

Audit Committee<br />

The purpose of the Committee is to upgrade the<br />

effectiveness and quality of work of the Board<br />

of Directors in fostering and ensuring open<br />

communication with auditors, the Internal Audit<br />

Committee and structural divisions of the internal<br />

audit, accounting and finance and economic division<br />

of the Company via the preliminary consideration<br />

and preparation of recommendations to the Board<br />

of Directors on the following issues that fall under the<br />

competency of the Committee:<br />

Risks associated with corporate operations;<br />

Management reporting;<br />

Financial accounting;<br />

External independent audit and internal audit;<br />

Internal control procedures.<br />

The Nomination and Remuneration Committee<br />

The primary purpose and principal activities of the<br />

Nomination and Remuneration Committee consist<br />

of contributing to involving qualified specialists<br />

in corporate governance, and in creating incentives for<br />

efficient functioning.<br />

The basic documents regulating the activities<br />

of the committees and in determining their frame<br />

of reference, membership and functions are the<br />

following:<br />

Provisions on the Audit Committee of the Board<br />

of Directors (approved by a resolution of the<br />

Board of Directors as of September 6 th , 2006,<br />

Minutes No. 6/n as of September 6 th , 2006);<br />

Provisions on the Nomination and Remuneration<br />

Committee of the Board of Directors (approved<br />

by a resolution of the Issuer’s Board of Directors<br />

as of March 27 th , 2007, Minutes No. 5 as of March<br />

27 th , 2007).<br />

The sole executive body<br />

The sole executive body of the<br />

Company is the President, who<br />

is responsible for managing the<br />

Company’s current operations. Anton<br />

Artemiev has held this position since<br />

2005.<br />

Remuneration for<br />

members of management<br />

bodies<br />

In accordance with Item 2 of Article<br />

64 of the Russian law “On joint<br />

stock companies,” on April 2 nd ,<br />

2009, the Company’s AGM set<br />

the maximum remuneration for the<br />

Board of Directors’ independent<br />

directors at RUB 3,900,000. The<br />

Board also set a maximum for<br />

expense compensation (incurred<br />

while carrying out functions as Board<br />

members) at RUB 450,000 —<br />

leaving this amount at the same<br />

level as in the previous year<br />

and converting the amounts set<br />

in dollars into rubles, thus following<br />

the Company’s policy on reducing<br />

liabilities in foreign currencies. During<br />

<strong>2010</strong>, independent directors received<br />

remuneration totaling RUB 3,039,558.<br />

In accordance with Item 3 of Article<br />

69 of the Russian law “On joint<br />

stock companies,” the rights and<br />

obligations of the Company’s<br />

President are regulated by the<br />

indicated law and the corporate<br />

charter, as well as an agreement<br />

concluded between the President<br />

and the Company. Remuneration<br />

for fulfilling the function of the sole<br />

executive body, and other work<br />

conditions, is regulated by a labor<br />

agreement signed between the<br />

President and the Company.


Corporate Governance<br />

The Audit Commission<br />

In accordance with current Russian legislation<br />

and the Company’s Charter, the Audit<br />

Commission (a permanently operating<br />

elected body) executes periodic control<br />

over the Company’s financial and<br />

operational activities, as well as the actions<br />

of its management bodies and executives<br />

(including separate divisions, services,<br />

branches and representative offices) by<br />

checking on the following:<br />

The legitimacy, economic feasibility and<br />

effectiveness (expediency) of financial<br />

transactions and operations carried out<br />

by the Company during the examined<br />

period;<br />

The completeness and accuracy of the<br />

Company’s administrative documents<br />

which reflect the Company’s financial<br />

transactions and operations;<br />

The legitimacy, economic feasibility and<br />

effectiveness (expediency) of actions<br />

taken by the Company’s executives<br />

and the heads of structural divisions<br />

to ensure compliance with relevant<br />

legislation, the Charter, adopted plans,<br />

programs and other internal corporate<br />

documents.<br />

The three-member Audit Commission<br />

is elected by the <strong>Annual</strong> General<br />

Shareholders Meeting. Members of the Audit<br />

Commission are not allowed to be members<br />

of the Company’s Board of Directors or<br />

to hold any other corporate management<br />

positions.<br />

The following persons were elected to serve<br />

as members of the Company’s Audit Commission<br />

at the <strong>Annual</strong> General Shareholders Meeting, which<br />

was held April 8 th , <strong>2010</strong>:<br />

Vibeke Aggerholm<br />

Born 1964, higher education<br />

Vice president for Internal Audit at Carlsberg<br />

<strong>Breweries</strong> A/S, member of the Board of Directors<br />

for the Institute of Internal Auditors (IIA)<br />

Charles Ericsson<br />

Born 1948, higher education<br />

Consultant for Baltic Beverages Holding АВ<br />

Nadezhda Bazilevich<br />

Born 1975, higher education<br />

Financial manager for <strong>Baltika</strong> <strong>Breweries</strong><br />

Interested party and major<br />

transactions<br />

During <strong>2010</strong>, <strong>Baltika</strong> <strong>Breweries</strong> completed<br />

72 interested party transactions. No<br />

transactions that are recognized by applicable<br />

Russian legislation or the corporate charter<br />

as major transactions were completed during the<br />

reporting year.<br />

A complete list of interested party transactions<br />

is provided in the appropriate section<br />

of this <strong>Report</strong>.<br />

57


58<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Risk management<br />

The Company’s operation is subject to various business<br />

risks. The Company has developed a special risk<br />

management system to prevent, identify, control,<br />

monitor and minimize risks. The risk-related policy<br />

and management system are subject to periodic<br />

analysis and revision in accordance with changes in the<br />

Company’s operation, as well as in external conditions.<br />

The Company’s Board of Directors is responsible for<br />

implementing the risk management system. The Board<br />

of Directors also controls system functioning. The<br />

Audit Committee of the Company’s Board of Directors<br />

controls adherence to the risk management policy<br />

and analyzes the expediency of the risk management<br />

system, in conjunction with the Company’s Internal Audit<br />

Department.<br />

In case any of the risks listed below arise, the Company<br />

is ready to take appropriate measures to minimize their<br />

consequences.<br />

Financial Risks<br />

The Company’s primary financial risks are associated<br />

with foreign exchange, credit and liquidity. To minimize<br />

financial risks that can affect the Company’s financial<br />

performance, a complex action plan has been developed<br />

and implemented that consists of the following points:<br />

To analyze financial risks, yearly, quarterly, monthly,<br />

etc. planning, evaluating actual profitability and cash<br />

flow, calculating the open FX position;<br />

Implementing cost cutting programs;<br />

Budget control on an on-going basis;<br />

Controlling working capital — the Company<br />

implements a program to manage accounts<br />

receivable, accounts payable and stocks;<br />

The Company grants secured supplier credits to its<br />

buyers.<br />

Foreign exchange risks may arise<br />

due to changing exchange rates.<br />

The risk is inherent to purchasing<br />

raw materials and services<br />

the Company uses that are<br />

denominated in foreign currencies.<br />

The Company’s foreign<br />

exchange risk exposure<br />

is high, since a significant share<br />

of the Company’s sales is rubledenominated,<br />

whereas prices<br />

for equipment components and<br />

raw materials used in production<br />

are denominated in foreign<br />

currency. The Company makes<br />

every effort to reduce foreign<br />

exchange risks. Measures<br />

include reducing foreign currency<br />

liabilities, as well as increasing<br />

the number of domestic suppliers<br />

of raw materials, fixed assets and<br />

components. The Company also<br />

uses passive instruments to hedge<br />

foreign exchange risk.<br />

One of the Company’s main tasks<br />

is to increase foreign currency<br />

revenues by increasing export<br />

volume.


Corporate Governance<br />

Credit risk may arise primarily<br />

due to failures of the Company’s<br />

buyers and agents to meet their<br />

contractual obligations. The risk<br />

is associated mainly with accounts<br />

receivable. The Company’s credit<br />

policy defines relationships with<br />

buyers. The Company performs<br />

periodic credit evaluations on<br />

its customers — the Company’s<br />

customers are required to provide<br />

securities for accounts receivable.<br />

Liquidity risk. The availability<br />

of free cash funds makes the<br />

Company less prone to liquidity<br />

risk. The Company’s cooperation<br />

with major Russian and<br />

international banks, which provide<br />

a broad range of financial services,<br />

minimizes liquidity risks if shortterm<br />

cash shortages occur.<br />

Despite the availability of free<br />

cash funds, the Company actively<br />

implements liquidity management<br />

and control methods, which are<br />

based on the following procedures:<br />

Medium- and short-term<br />

planning for the volumes and<br />

structure of revenues and<br />

costs related to liabilities and<br />

assets;<br />

Forming an optimal asset and<br />

liability structure;<br />

Controlling the balance<br />

between assets and liabilities<br />

in terms of volumes and due<br />

dates.<br />

Liquidity analysis enables the<br />

Company to forecast in a timely<br />

manner the probability of liquidity<br />

decreases and is the basis for<br />

the preparation, grounding and<br />

adopting managerial decisions.<br />

Market risk. The principal market risk factors that<br />

can affect corporate development are the following:<br />

Higher prices for basic raw materials due to corn<br />

failure;<br />

Further increases in the excise tax rate;<br />

Tightening governmental policy, resulting<br />

in limitations concerning the production, sale,<br />

consumption and advertising of beer;<br />

Changes in consumption structure;<br />

Beer consumption nearing the saturation level;<br />

Increasing competition;<br />

Higher rates set by natural monopoly providers;<br />

Unfavorable weather conditions which can affect<br />

sales;<br />

Economic downturns.<br />

To strengthen its industry position and to mitigate market<br />

risk, the Company has implemented an action plan,<br />

consisting of the following: developing the Company’s own<br />

agricultural project; optimizing profitability and production<br />

cost management; implementing the Company’s<br />

marketing strategy focused on forming strong brands,<br />

bonuses and innovations; developing and producing new<br />

products; developing distribution systems and promotion<br />

channels; engaging in further geographical expansion<br />

and developing beverages that are alternatives to beer;<br />

optimizing investment activities; completing the complex<br />

evaluation of the financial condition of supplies; supporting<br />

suppliers (when necessary); diversifying risks; upgrading<br />

the efficiency of business processes; and optimizing costs<br />

and operational excellence.<br />

59


60<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Charter Capital<br />

The Company’s charter capital totals RUB 164,041,164. No changes<br />

in charter capital were carried out in <strong>2010</strong>.<br />

Share Issues<br />

Issued shares<br />

Share type<br />

Registered<br />

ordinary<br />

Type “A” registered<br />

preference<br />

Charter Capital Distribution<br />

Baltic Beverages Holding AB<br />

Physical Persons<br />

Custodians<br />

Legal entities<br />

State<br />

registration<br />

number<br />

Charter Capital Structure as of December 31 st , <strong>2010</strong><br />

Number of shares<br />

issued<br />

Nominal value of the issue,<br />

RUB<br />

1-04-00265-А 151,714,594 151,714,594<br />

2-04-00256-А 12,326,570 12,326,570<br />

The Company’s majority shareholder is Baltic Beverages Holding АВ,<br />

a subsidiary of Carlsberg <strong>Breweries</strong> A/S. Baltic Beverages Holding AB<br />

holds 89.01 % of the Company’s total shares. In <strong>2010</strong>, the charter capital<br />

structure remained virtually the same.<br />

As of December 31 st , <strong>2010</strong>, the total number of registered shareholders<br />

stood at 2,670, including 28 legal entities, of which 9 are custodians, and<br />

2,642 physical persons.<br />

2.76 %<br />

8.09 % 0.14 %<br />

89.01 %


Securities<br />

Shares in Circulation<br />

The Company’s shares are traded<br />

on two domestic stock exchanges:<br />

the RTS Stock Exchange (since<br />

2001) and the MICEX Stock<br />

Exchange (since 2003).<br />

As the most liquid share<br />

in the consumer goods sector,<br />

the Company’s shares are used<br />

to calculate the corresponding<br />

industry index of MICEX Stock<br />

Exchange (MICEX CGS).<br />

The Company is the leader<br />

in market capitalization<br />

among Russian consumer<br />

goods producers. In <strong>2010</strong>, the<br />

Company’s market capitalization<br />

increased 1.8 times to reach<br />

RUB 248 billion (based on MICEX<br />

data) or USD 8 billion (according<br />

to RTS data) by year end.<br />

Tickers<br />

<strong>Baltika</strong> capitalization dynamics versus MICEX indices in <strong>2010</strong><br />

%<br />

Company capitalization +77 %<br />

MICEX index +23 %<br />

MICEX Consumer Sector index +85 %<br />

Ordinary shares РКВА<br />

Type “A” preference shares РКВАP<br />

In H1 <strong>2010</strong>, the Company’s shares followed general stock<br />

market trends, which was affected by the debts of Euro<br />

Zone countries. Beginning from H2, the upward trend<br />

grew and the market trended higher at the end of the year.<br />

By year end, Russian stock exchanges indices grew 23 %<br />

(MICEX) and 22.5 % (RTS), led by higher share prices for<br />

consumer sector companies. The MICEX consumer sector<br />

index grew by 85 % by year end.<br />

The value of the Company’s shares increased due to the<br />

general market upswing, which resulted in growing<br />

investor interest, including from western investors, in the<br />

consumer sector.<br />

January February March April May June July August September October November December<br />

Company capitalization<br />

MICEX index<br />

MICEX Consumer Sector index<br />

61


62<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Statistics concerning trading in the Company’s shares<br />

Minimum price per<br />

share during the year,<br />

RUB<br />

Maximum price per<br />

share during the year,<br />

RUB<br />

Price of last transaction,<br />

RUB*<br />

2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong><br />

Ordinary shares 349 775 850 1,558.47 850 1,527.85<br />

Type “A” preference<br />

shares<br />

* Price of last transactions on 31.12.2009 and 30.12.<strong>2010</strong><br />

305 781 880 1,319.90 880 1,319.90<br />

The above statistics are based on MICEX Stock Exchange data,<br />

since this is the primary trading floor for transactions with the<br />

Company’s shares.<br />

Compared with 2009, the price for the Company’s shares grew<br />

during the reporting year; the price of ordinary and preference<br />

shares increased by 80 % and 50 % respectively.<br />

The liquidity of the Company’s shares also grew in <strong>2010</strong>, with<br />

transaction volume of preference shares increasing nearly three<br />

times compared with 2009, while the same indicator for ordinary<br />

shares grew 1.7 times. In monetary terms, the total share trading<br />

volume increased by 68 % compared with 2009.<br />

Number of transactions (based on MICEX data)<br />

Ordinary shares<br />

2009 14,727<br />

<strong>2010</strong><br />

Preference shares<br />

2009 6,154<br />

<strong>2010</strong> 18,322<br />

Share trading volume, RUB million (based on MICEX data)<br />

2009<br />

<strong>2010</strong><br />

2009<br />

<strong>2010</strong><br />

Ordinary shares<br />

Preference shares<br />

185<br />

368<br />

376<br />

576<br />

25,525


Securities<br />

Dividend Policy<br />

The Company’s dividend policy is based on fairly distributing profits<br />

among shareholders in proportion to the number of shares owned. The<br />

policy also takes into account the rational balance between dividends<br />

and funds required to implement the Company’s strategic development<br />

plans.<br />

Dividends paid per Company share, 2005–2009<br />

Dividend payment period Dividend per share, RUB<br />

Dynamics for dividends<br />

per share,<br />

% compared with 2005<br />

2005 24.33<br />

2006 39.50 162<br />

2007 52.00 214<br />

2008 85.10 350<br />

2009 128.00 526<br />

63


oAo baltika breweries<br />

and subsidiaries<br />

CoNSoLIDATED<br />

fINANCIAL<br />

STATEMENTS<br />

for the year ended<br />

31 December <strong>2010</strong>


Contents<br />

Independent Auditors’ <strong>Report</strong> .................................. 66<br />

Consolidated Statement of Financial Position ...................... 67<br />

Consolidated Statement of Comprehensive Income ................. 69<br />

Consolidated Statement of Changes in Equity ..................... 70<br />

Consolidated Statement of Cash Flows .......................... 71<br />

Notes to the Consolidated Financial Statements .................... 72<br />

65


66<br />

The Management<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong><br />

Independent Auditors’ <strong>Report</strong><br />

We have audited the accompanying consolidated financial statements of OAO <strong>Baltika</strong> <strong>Breweries</strong> (the “Company”) and<br />

its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December <strong>2010</strong>,<br />

and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended,<br />

and notes comprising a summary of significant accounting policies and other explanatory information.<br />

Management’s Responsibility for the Consolidated Financial Statements<br />

Management is responsible for the preparation and fair presentation of these consolidated financial statements<br />

in accordance with International Financial <strong>Report</strong>ing Standards, and for such internal control as management<br />

determines is necessary to enable the preparation of consolidated financial statements that are free from material<br />

misstatement, whether due to fraud or error.<br />

Auditors’ Responsibility<br />

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted<br />

our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical<br />

requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial<br />

statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated<br />

financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material<br />

misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,<br />

we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial<br />

statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose<br />

of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the<br />

appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,<br />

as well as evaluating the overall presentation of the consolidated financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit<br />

opinion.<br />

Opinion<br />

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position<br />

of the Group as at 31 December <strong>2010</strong>, and of its financial performance and its cash flows for the year then ended<br />

in accordance with International Financial <strong>Report</strong>ing Standards.<br />

ZAO KPMG<br />

18 February 2011<br />

ZAO KPMG<br />

“Renaissance Plaza” Business<br />

Center,<br />

69–71 A, Ul. Marata, St. Petersburg,<br />

Russia 191119<br />

ZAO KPMG, a company incorporated under the Laws of the<br />

Russian Federation, a subsidiary of KPMG Europe LLP, and a member firm<br />

of the KPMG network of independent member firms affiliated with KPMG<br />

International Cooperative (“KPMG International”), a Swiss entity.<br />

Telephone +7 (812) 313 7300<br />

Fax +7 (812) 313 7301<br />

Internet www.kpmg.ru


Consolidated Statement of Financial Position as at 31 December <strong>2010</strong><br />

’000 RUB Note <strong>2010</strong> 2009<br />

ASSETS<br />

Non-current assets<br />

Property, plant and equipment 12 39,078,860 42,177,090<br />

Intangible assets 13 14,255,934 14,001,800<br />

Investments in equity accounted investees 14 215,186 293,183<br />

Other investments 15 87,251 9,781<br />

Total non-current assets 53,637,231 56,481,854<br />

Current assets<br />

Inventories 17 5,781,434 4,296,053<br />

Other investments 15 3,895,312 9,051,299<br />

Income tax receivable 98,573 6,566<br />

Trade and other receivables 18 6,660,671 8,062,093<br />

Cash and cash equivalents 19 566,986 1,740,702<br />

Total current assets 17,002,976 23,156,713<br />

Total assets 70,640,207 79,638,567<br />

The consolidated statement of financial position is to be read in conjunction with the notes to, and forming part of, the<br />

consolidated financial statements set out on pages 72 to 94.<br />

67


68<br />

Consolidated Statement of Financial Position as at 31 December <strong>2010</strong><br />

’000 RUB Note <strong>2010</strong> 2009<br />

EQUITY AND LIABILITIES<br />

Equity<br />

Preference shares 84,978 84,978<br />

Ordinary shares 736,129 736,129<br />

Share capital 821,107 821,107<br />

Share premium 4,171,716 4,171,716<br />

Foreign currency translation reserve 753,745 691,405<br />

Retained earnings 49,281,269 57,997,085<br />

Total equity 55,027,837 63,681,313<br />

Non-current liabilities<br />

Deferred tax liabilities 16 1,943,118 1,631,672<br />

Total non-current liabilities 1,943,118 1,631,672<br />

Current liabilities<br />

Loans and borrowings 22 — 181,572<br />

Trade and other payables 23 13,258,512 13,398,581<br />

Deferred income 284,895 129,057<br />

Income tax payable 125,845 616,372<br />

Total current liabilities 13,669,252 14,325,582<br />

Total liabilities 15,612,370 15,957,254<br />

Total equity and liabilities 70,640,207 79,638,567<br />

The consolidated statement of financial position is to be read in conjunction with the notes to, and forming part of, the<br />

consolidated financial statements set out on pages 72 to 94.


Consolidated Statement of Comprehensive Income for the year ended 31 December <strong>2010</strong><br />

’000 RUB Note <strong>2010</strong> 2009<br />

Revenue 79,306,979 93,720,164<br />

Cost of sales (34,161,877) (42,466,337)<br />

Gross profit 45,145,102 51,253,827<br />

Other income 6 75,551 72,217<br />

Distribution expenses (18,551,647) (19,150,073)<br />

Administrative expenses 7 (2,429,000) (2,528,721)<br />

Other expenses 8 (551,231) —<br />

Results from operating activities 23,688,775 29,647,250<br />

Finance income 10 1,269,192 1,834,591<br />

Finance costs 10 (712,991) (2,349,918)<br />

Net finance costs 556,201 (515.327)<br />

Share of loss of equity accounted investees (net of income tax) (57,629) (29,734)<br />

Profit before income tax 24,187,347 29,102,189<br />

Income tax expense 11 (5,016,165) (5,729,920)<br />

Profit for the year 19,171,182 23,372,269<br />

Other comprehensive income<br />

Foreign currency translation differences for foreign operations 62,340 257,818<br />

Total comprehensive income for the year 19,233,522 23,630,087<br />

Earnings per share<br />

Basic and diluted earnings per share 21 112.55 RUB 147.14 RUB<br />

These consolidated financial statements were approved by management on 18 February 2011<br />

and were signed on its behalf by:<br />

Anton Artemiev<br />

President<br />

Ekaterina Azimina<br />

Vice-President of finance and economy<br />

The consolidated statement of comprehensive income is to be read in conjunction with the notes to, and forming part of, the<br />

consolidated financial statements set out on pages 72 to 94.<br />

69


70<br />

Consolidated Statement of Changes in Equity for the year ended 31 December <strong>2010</strong><br />

’000 RUB<br />

Preference<br />

shares<br />

Ordinary<br />

shares<br />

Share<br />

premium<br />

Foreign<br />

currency<br />

translation<br />

reserve<br />

Retained<br />

earnings<br />

Balance at 1 January 2009 84,978 736,129 4,171,716 433,587 48,584,719 54,011,129<br />

Total comprehensive income for the year<br />

Profit for the year — — — — 23,372,269 23,372,269<br />

Other comprehensive income<br />

Foreign currency translation differences — — — 257,818 — 257,818<br />

Total other comprehensive income — — — 257,818 — 257,818<br />

Total comprehensive income for the year — — — 257,818 23,372,269 23,630,087<br />

Transactions with owners, recorded directly in equity<br />

Dividends to equity holders — — — — (13,959,903) (13,959,903)<br />

Total transactions with owners — — — — (13,959,903) (13,959,903)<br />

Balance at 31 December 2009 84,978 736,129 4,171,716 691,405 57,997,085 63,681,313<br />

’000 RUB<br />

Preference<br />

shares<br />

Ordinary<br />

shares<br />

Share<br />

premium<br />

Foreign<br />

currency<br />

translation<br />

reserve<br />

Retained<br />

earnings<br />

Balance at 1 January <strong>2010</strong> 84,978 736,129 4,171,716 691,405 57,997,085 63,681,313<br />

Total comprehensive income for the year<br />

Profit for the year — — — — 19,171,182 19,171,182<br />

Other comprehensive income<br />

Foreign currency translation differences — — — 62,340 — 62,340<br />

Total other comprehensive income — — — 62,340 — 62,340<br />

Total comprehensive income for the year — — — 62,340 19,171,182 19,233,522<br />

Transactions with owners, recorded directly in equity<br />

Dividends to equity holders — — — — (27,886,998) (27,886,998)<br />

Total transactions with owners — — — — (27,886,998) (27,886,998)<br />

Balance at 31 December <strong>2010</strong> 84,978 736,129 4,171,716 753,745 49,281,269 55,027,837<br />

The consolidated statement of changes in equity is to be read in conjunction with the notes to, and forming part of, the<br />

consolidated financial statements set out on pages 72 to 94.<br />

Total<br />

Total


Consolidated Statement of Cash Flows for the year ended 31 December <strong>2010</strong><br />

’000 RUB Note <strong>2010</strong> 2009<br />

OPERATING ACTIVITIES<br />

Profit for the year 19,171,182 23,372,269<br />

Adjustments for:<br />

Depreciation 12 4,777,578 4,447,579<br />

Amortisation 13 227,831 196,730<br />

Impairment losses on property, plant and equipment 8 550,248 —<br />

Gain on disposal of property, plant and equipment and intangible assets 6 (72,902) (72,217)<br />

Share of loss of equity accounted investees (net of income tax) 14 57,629 29,734<br />

Gain on disposal of subsidiary 6 (2,568) —<br />

Interest expense 10 1,025 190,319<br />

Interest income 10 (543,396) (466,342)<br />

Income tax expense 11 5,016,165 5,729,920<br />

Operating profit before changes in working capital and provisions 29,182,792 33,427,992<br />

Change in inventories (1,308,974) 3,221,273<br />

Change in trade and other receivables 1,401,422 (551,052)<br />

Change in trade and other payables (158,470) 2,621,163<br />

Cash flows from operations before income taxes and interest paid 29,116,770 38,719,376<br />

Income taxes paid (5,287,253) (4,688,122)<br />

Interest paid (1,110) (261,011)<br />

Cash flows from operating activities 23,828,407 33,770,243<br />

INVESTING ACTIVITIES<br />

Proceeds from disposal of property, plant and equipment and intangible assets 217,205 95,898<br />

Disposal of subsidiary, net of cash disposed of 4,160 —<br />

Interest received 521,229 386,600<br />

Dividends received — 27,300<br />

Acquisition of property, plant and equipment and intangible assets (3,045,724) (3,818,693)<br />

Sales of investment securities — 15<br />

Repayment of- / (origination of) loans to related parties 1,689,360 (2,189,360)<br />

Acquisition of investments — (6,782,197)<br />

Proceeds from disposal of investments 3,488,794 —<br />

Cash flows from /(used in) investing activities 2,875,024 (12,280,437)<br />

FINANCING ACTIVITIES<br />

Proceeds from borrowings — 52,172<br />

Repayment of borrowings (181,487) (7,539,049)<br />

Dividends paid (27,695,522) (13,979,751)<br />

Cash flows used in financing activities (27,877,009) (21,466,628)<br />

Net (decrease) /increase in cash and cash equivalents (1,173,578) 23,178<br />

Cash and cash equivalents at 1 January 1,740,702 1,691,594<br />

Effect of exchange rate fluctuations on cash and cash equivalents (138) 25,930<br />

Cash and cash equivalents at 31 December 19 566,986 1,740,702<br />

The consolidated statement of cash flows is to be read in conjunction with the notes to, and forming part of, the consolidated<br />

financial statements set out on pages 72 to 94.<br />

71


72<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

1. Background<br />

(a) Russian business environment<br />

The Group’s operations are primarily located in the Russian Federation.<br />

Consequently, the Group is exposed to the economic and financial<br />

markets of the Russian Federation which display characteristics<br />

of an emerging market. The legal, tax and regulatory frameworks<br />

continue development, but are subject to varying interpretations<br />

and frequent changes which together with other legal and fiscal<br />

impediments contribute to the challenges faced by entities operating<br />

in the Russian Federation. The consolidated financial statements reflect<br />

management’s assessment of the impact of the Russian business<br />

environment on the operations and the financial position of the Group.<br />

The future business environment may differ from management’s<br />

assessment.<br />

(b) Organisation and operations<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> (the “Company”) is an open joint stock<br />

company as defined by the Civil Code of the Russian Federation and<br />

was registered on 21 July 1992, and, through a controlling interest<br />

in eight companies and ten branches (together referred to as the<br />

“Group”), produces and distributes beer, soft drinks and mineral water.<br />

2. Basis of preparation<br />

(a) Statement of compliance<br />

These consolidated financial statements have been prepared<br />

in accordance with International Financial <strong>Report</strong>ing Standard (“IFRSs”).<br />

(b) Basis of measurement<br />

The consolidated financial statements are prepared on the historical<br />

cost basis except that property, plant and equipment was revalued<br />

to determine deemed cost as part of the adoption of IFRSs;<br />

and the carrying amounts of assets, liabilities and equity items<br />

in existence at 31 December 2002 include adjustments for the effects<br />

of hyperinflation, which were calculated using conversion factors<br />

derived from the Russian Federation Consumer Price Index published<br />

by the Russian Statistics Agency, GosKomStat. Russia ceased to be<br />

hyperinflationary for IFRS purposes as at 1 January 2003.<br />

(c) Functional and presentation currency<br />

The national currency of the Russian Federation is the Russian Rouble<br />

(“RUB”), which is the Company’s functional currency, the functional<br />

currency of the majority of the Company’s subsidiaries and the currency<br />

in which these consolidated financial statements are presented. All<br />

financial information presented in RUB has been rounded to the nearest<br />

thousand.<br />

The Company’s registered office is situated at 6 Verkhny pereulok, 3,<br />

St. Petersburg, 194292, Russia.<br />

As at 31 December <strong>2010</strong> Baltic Beverages Holding AB owned and<br />

controlled 93.65 % of the Company’s ordinary shares and 31.9 % of the<br />

Company’s preference shares. The remainder of the ordinary and<br />

preference shares are widely held.<br />

As at 31 December <strong>2010</strong> the Group consisted of twelve production<br />

plants: <strong>Baltika</strong>-Saint-Petersburg, <strong>Baltika</strong>-Tula, <strong>Baltika</strong>-Rostov, <strong>Baltika</strong>-<br />

Samara, <strong>Baltika</strong>-Khabarovsk, <strong>Baltika</strong>-Vena, <strong>Baltika</strong>-Chelyabinsk,<br />

<strong>Baltika</strong>-Pikra, <strong>Baltika</strong>-Yaroslavl, <strong>Baltika</strong>-Voronezh, <strong>Baltika</strong>-Novosibirsk<br />

and <strong>Baltika</strong>-Baku and eight subsidiaries: OOO Terminal Podolsk,<br />

OOO <strong>Baltika</strong>-Ukraine, OOO <strong>Baltika</strong>, <strong>Baltika</strong> S.R.L., OOO <strong>Baltika</strong>-Bel,<br />

<strong>Baltika</strong> Deutschland GmbH, LLC <strong>Baltika</strong>-Baku and OJSC Baku-Pivo.<br />

In November <strong>2010</strong> the Group sold 3 % of the shares<br />

of OOO Universalopttorg to a third party. In December <strong>2010</strong>, it sold the<br />

remaining shares to the same third party. The sale of the subsidiary did<br />

not have a significant effect on the Group’s operations.<br />

Most of the Group’s customers are located in Russia. The Group’s<br />

raw materials are readily available and the Group is not dependent on<br />

a single supplier or only a few suppliers.<br />

Related party transactions are detailed in note 28.<br />

(d) Use of judgements, estimates and assumptions<br />

The preparation of consolidated financial statements in conformity<br />

with IFRSs requires management to make judgments, estimates and<br />

assumptions that affect the application of accounting policies and the<br />

reported amounts of assets, liabilities, income and expenses. Actual<br />

results may differ from those estimates.<br />

Estimates and underlying assumptions are reviewed on an ongoing<br />

basis. Revisions to accounting estimates are recognised in the period<br />

in which the estimates are revised and in any future periods affected.<br />

Information about critical judgments in applying accounting policies<br />

that have the most significant effect on the amounts recognised in the<br />

consolidated financial statements is included in the following notes:<br />

Note 13 — Intangible assets;<br />

Note 17 — Inventories; and<br />

Note 18 — Trade and other receivables


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

(e) Changes in accounting policies and presentation<br />

With effect from 1 January <strong>2010</strong>, the Group changed its accounting<br />

policies in the following areas:<br />

accounting for business combinations<br />

accounting for leases of land<br />

distribution of non-cash assets to owners of the Group<br />

(i) Accounting for business combinations<br />

From 1 January <strong>2010</strong> the Group has applied IFRS 3 Business<br />

Combinations (2008) in accounting for business combinations. The<br />

change in accounting policy has been applied prospectively and has had<br />

no material impact on earnings per share.<br />

Business combinations are accounted for using the acquisition<br />

method as at the acquisition date, which is the date on which control<br />

is transferred to the Group. Control is the power to govern the financial<br />

and operating policies of an entity so as to obtain benefits from its<br />

activities. In assessing control, the Group takes into consideration<br />

potential voting rights that currently are exercisable.<br />

Acquisitions on or after 1 January <strong>2010</strong><br />

For acquisitions on or after 1 January <strong>2010</strong>, the Group measures<br />

goodwill at the acquisition date as:<br />

the fair value of the consideration transferred; plus<br />

the recognised amount of any non-controlling interests in the<br />

acquiree; plus, if the business combination is achieved in stages,<br />

the fair value of the existing equity interest in the acquiree; less<br />

the net recognised amount (generally fair value) of the identifiable<br />

assets acquired and liabilities assumed.<br />

When the excess is negative, a bargain purchase gain is recognised<br />

immediately in profit or loss.<br />

The consideration transferred does not include amounts related to the<br />

settlement of pre-existing relationships. Such amounts are generally<br />

recognised in profit or loss.<br />

3. Significant accounting policies<br />

The accounting policies set out below have been consistently applied<br />

to all periods presented in these consolidated financial statements, and<br />

have been applied consistently by Group entities, except as explained<br />

in note 2(e), which addresses changes in accounting policies.<br />

Certain comparative amounts have been reclassified to conform with<br />

the current year’s presentation in the amount of RUB 71,417 thousand<br />

resulting in an increase of revenue and an increase of cost of sales for<br />

the same amount.<br />

Management believes that such presentation is more appropriate.<br />

(a) Basis of consolidation<br />

(i) Business combinations<br />

The Group has changed its accounting policy with respect to accounting<br />

for business combinations. See note 2(e)(i) for further details.<br />

Costs related to the acquisition, other than those associated with the<br />

issue of debt or equity securities, that the Group incurs in connection<br />

with a business combination, are expensed as incurred.<br />

Any contingent consideration payable is recognised at fair value at the<br />

acquisition date. If the contingent consideration is classified as equity,<br />

it is not remeasured and settlement is accounted for within equity.<br />

Otherwise, subsequent changes to the fair value of the contingent<br />

consideration are recognised in profit or loss.<br />

For the measurement of goodwill prior to 1 January <strong>2010</strong>, see note 3(f)<br />

(i).<br />

(ii) Accounting for leases of land<br />

The amendment to IAs 17 Leases regarding the leases of land<br />

became effective from 1 January <strong>2010</strong>. The amendment removed<br />

the earlier exemption which allowed leases of land to be classified<br />

as operating leases regardless of the length of the lease term. The<br />

amended guidance requires all existing leases of land to be reassessed<br />

and reclassified if necessary as finance leases if the finance lease<br />

classification criteria are met. At 1 January <strong>2010</strong>, the Group reassessed<br />

all existing land lease contracts and as a result it was assessed that<br />

existing land lease contracts do not qualify as finance lease contracts<br />

and, therefore, the classification was not changed (see note 25).<br />

(f) Accounting policies for new transactions and events<br />

Distributions of non-cash assets to owners of the Company<br />

From 1 January <strong>2010</strong> the Group has applied IFRIC 17 Distributions<br />

of Non-cash Assets to Owners in accounting for distributions of non-cash<br />

assets to owners of the Company. The new accounting policy has been<br />

applied prospectively.<br />

The Group measures a liability to distribute non-cash assets as a dividend<br />

to the owners of the Company at the fair value of the assets to be<br />

distributed. The carrying amount of the dividend is remeasured at each<br />

reporting date and at the settlement date, with any changes recognised<br />

directly in equity as adjustments to the amount of the distribution. On<br />

settlement of the transaction, the Group recognises the difference, if any,<br />

between the carrying amount of the assets distributed and the carrying<br />

amount of the liability in profit or loss.<br />

(ii) Subsidiaries<br />

Subsidiaries are entities controlled by the Group. The financial<br />

statements of subsidiaries are included in the consolidated financial<br />

statements from the date that control commences until the date that<br />

control ceases. The accounting policies of subsidiaries have been<br />

changed when necessary to align them with the policies adopted by the<br />

Group. Losses applicable to the non-controlling interests in a subsidiary<br />

are allocated to the non-controlling interests even if doing so causes the<br />

non-controlling interests to have a deficit balance.<br />

(iii) Loss of control<br />

Upon the loss of control, the Group derecognises the assets and<br />

liabilities of the subsidiary, any non-controlling interests and the other<br />

components of equity related to the subsidiary. Any surplus or deficit<br />

arising on the loss of control is recognised in profit or loss. If the Group<br />

retains any interest in the previous subsidiary, then such interest<br />

is measured at fair value at the date that control is loSt. Subsequently it<br />

73


74<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

is accounted for as an equity-accounted investee or as an available-forsale<br />

financial asset depending on the level of influence retained.<br />

(iv) Investments in associates (equity accounted investees)<br />

Associates are those entities in which the Group has significant<br />

influence, but not control, over the financial and operating policies.<br />

Significant influence is presumed to exist when the Group holds between<br />

20 % and 50 % of the voting power of another entity. Joint ventures<br />

are those entities over whose activities the Group has joint control,<br />

established by contractual agreement and requiring unanimous consent<br />

for strategic financial and operating decisions.<br />

Investments in associates are accounted for using the equity method<br />

and are recognised initially at coSt. The cost of the investment includes<br />

transaction costs.<br />

The consolidated financial statements include the Group’s share of the<br />

income and expenses and equity movements of equity accounted<br />

investees, after adjustments to align the accounting policies with those<br />

of the Group, from the date that significant influence commences until<br />

the date that significant influence ceases.<br />

When the Group’s share of losses exceeds its interest in an equity<br />

accounted investee, the carrying amount of that interest including<br />

any long-term investments is reduced to zero and the recognition<br />

of further losses is discontinued, except to the extent that the Group<br />

has an obligation or has made payments on behalf of the investee.<br />

(v) Transactions eliminated on consolidation<br />

Intra-group balances and transactions, and any unrealised income<br />

and expenses arising from intra-group transactions, are eliminated<br />

in preparing the consolidated financial statements. Unrealised<br />

gains arising from transactions with equity-accounted investees are<br />

eliminated against the investment to the extent of the Group’s interest<br />

in the investee. Unrealised losses are eliminated in the same way<br />

as unrealised gains, but only to the extent that there is no evidence<br />

of impairment.<br />

(b) Foreign currencies<br />

(i) Foreign currency transactions<br />

Transactions in foreign currencies are translated to the respective<br />

functional currencies of Group entities at exchange rates at the dates<br />

of the transactions. Monetary assets and liabilities denominated<br />

in foreign currencies at the reporting date are retranslated to the<br />

functional currency at the exchange rate at that date. The foreign<br />

currency gain or loss on monetary items is the difference between<br />

amortised cost in the functional currency at the beginning of the period,<br />

adjusted for effective interest and payments during the period, and the<br />

amortised cost in foreign currency translated at the exchange rate at the<br />

end of the reporting period.<br />

Non-monetary assets and liabilities denominated in foreign<br />

currencies that are measured at fair value are retranslated to the<br />

functional currency at the exchange rate at the date that the fair value<br />

was determined. Non-monetary items in a foreign currency that are<br />

measured in terms of historical cost are translated using the exchange<br />

rate at the date of the transaction. Foreign currency differences arising<br />

in retranslation are recognised in profit or loss, except for differences<br />

arising on the retranslation of available-for-sale equity instruments which<br />

are recognised in other comprehensive income.<br />

(ii) Foreign operations<br />

The assets and liabilities of foreign operations, including goodwill and<br />

fair value adjustments arising on acquisition, are translated to RUB<br />

at the exchange rate at the reporting date. The income and expenses<br />

of foreign operations are translated to RUB at exchange rates at the<br />

dates of the transactions.<br />

Foreign currency differences are recognised in other comprehensive<br />

income. Since 1 January 2004, the Group’s date of transition to IFRSs,<br />

such differences have been recognised in the foreign currency<br />

translation reserve in equity. However, if the operation is a non-<br />

wholly-owned subsidiary, then the relevant proportionate share of the<br />

translation difference is allocated to the non-controlling interests. When<br />

a foreign operation is disposed of such that control, significant influence<br />

or joint control is lost, the cumulative amount in the translation reserve<br />

related to that foreign operation is reclassified to profit or loss as part<br />

of the gain or loss on disposal. When the Group disposes of only part<br />

of its interest in a subsidiary that includes a foreign operation while<br />

retaining control, the relevant proportion of the cumulative amount<br />

is reattributed to non-controlling interests. When the Group disposes<br />

of only part of its investment in an associate or joint venture that<br />

includes a foreign operation while retaining significant influence or joint<br />

control, the relevant proportion of the cumulative amount is reclassified<br />

to profit or loss.<br />

When the settlement of a monetary item receivable from or payable<br />

to a foreign operation is neither planned nor likely in the foreseeable<br />

future, foreign exchange gains and losses arising from such a monetary<br />

item are considered to form part of a net investment in a foreign<br />

operation and are recognised in other comprehensive income, and<br />

presented in the translation reserve in equity.<br />

(c) Financial instruments<br />

(i) Non-derivative financial instruments<br />

Non-derivative financial instruments comprise investments in equity<br />

securities, trade and other receivables, cash and cash equivalents,<br />

loans and borrowings, and trade and other payables.<br />

The Group initially recognises loans and receivables and deposits on the<br />

date that they are originated. All other financial assets are recognised<br />

initially on the trade date at which the Group becomes a party to the<br />

contractual provisions of the instrument.<br />

The Group derecognises a financial asset when the contractual<br />

rights to the cash flows from the asset expire, or it transfers the<br />

rights to receive the contractual cash flows on the financial asset<br />

in a transaction in which substantially all the risks and rewards<br />

of ownership of the financial asset are transferred. Any interest<br />

in transferred financial assets that is created or retained by the Group<br />

is recognised as a separate asset or liability.<br />

Financial assets and liabilities are offset and the net amount presented<br />

in the statement of financial position when, and only when, the Group<br />

has a legal right to offset the amounts and intends either to settle on<br />

a net basis or to realise the asset and settle the liability simultaneously.<br />

The Group classifies non-derivative financial assets into the following<br />

categories: loans and receivables and available-for-sale financial assets.<br />

Loans and receivables<br />

Loans and receivables are a category of financial assets with fixed<br />

or determinable payments that are not quoted in an active market.<br />

Such assets are recognised initially at fair value plus any directly<br />

attributable transaction costs. Subsequent to initial recognition loans and<br />

receivables are measured at amortised cost using the effective interest<br />

method, less any impairment losses. Loans and receivables comprise<br />

the following classes of assets: loans and receivables as presented<br />

in note 15 and trade and other receivables as presented in note 18.<br />

Cash and cash equivalents<br />

Cash and cash equivalents comprise cash balances, deposits and<br />

highly liquid investments with maturities at initial recognition of three<br />

months or less.<br />

Available-for-sale financial assets<br />

Available-for-sale financial assets are non-derivative financial assets<br />

that are designated as available-for-sale or are not classified in any<br />

of the above categories of financial assets. Such assets are recognised<br />

initially at fair value plus any directly attributable transaction costs.<br />

Subsequent to initial recognition, they are measured at fair value and<br />

changes therein, other than impairment losses (see note 3(i)(i)) and<br />

foreign currency differences on available-for-sale debt instruments<br />

(see note 3(b)(i)), are recognised in other comprehensive income and


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

presented within equity in the fair value reserve. When an investment<br />

is derecognised or impaired, the cumulative gain or loss in equity<br />

is transferred to profit or loss. Unquoted equity instruments whose fair<br />

value cannot reliably be measured are carried at coSt.<br />

Available-for-sale financial assets comprise equity securities.<br />

(ii) Non-derivative financial liabilities<br />

The Group initially recognises debt securities issued and subordinated<br />

liabilities on the date that they are originated. All other financial liabilities<br />

are recognised initially on the trade date at which the Group becomes<br />

a party to the contractual provisions of the instrument.<br />

The Group derecognises a financial liability when its contractual<br />

obligations are discharged or cancelled or expire.<br />

Financial assets and liabilities are offset and the net amount presented<br />

in the statement of financial position when, and only when, the Group<br />

has a legal right to offset the amounts and intends either to settle on<br />

a net basis or to realise the asset and settle the liability simultaneously.<br />

The Group classifies non-derivative financial liabilities into the other<br />

financial liabilities category. Such financial liabilities are recognised<br />

initially at fair value less any directly attributable transaction costs.<br />

Subsequent to initial recognition these financial liabilities are measured<br />

at amortised cost using the effective interest method.<br />

Other financial liabilities comprise loans and borrowings and trade and<br />

other payables.<br />

(d) Share capital<br />

Ordinary shares<br />

Ordinary shares are classified as equity. Incremental costs directly<br />

attributable to issue of ordinary shares and share options are recognised<br />

as a deduction from equity, net of any tax effects.<br />

Preference share capital<br />

Preference share capital is classified as equity if it is non-redeemable,<br />

or redeemable only at the Company’s option, and any dividends<br />

are discretionary. Dividends thereon are recognised as distributions<br />

within equity upon approval by the Company’s shareholders.<br />

Repurchase, disposal and reissue of share capital (treasury shares)<br />

When share capital recognised as equity is repurchased, the amount<br />

of the consideration paid, which includes directly attributable costs,<br />

is net of any tax effects, and is recognised as a deduction from<br />

equity. Repurchased shares are classified as treasury shares and<br />

are presented in the reserve for own shares. When treasury shares<br />

are sold or reissued subsequently, the amount received is recognized<br />

as an increase in equity, and the resulting surplus or deficit on the<br />

transaction is presented in share premium.<br />

(e) Property, plant and equipment<br />

(i) Recognition and measurement<br />

Items of property, plant and equipment, except for land, are measured<br />

at cost less accumulated depreciation and impairment losses. The<br />

cost of property, plant and equipment at 1 January 2004, the date<br />

of transition to IFRSs, was determined by reference to its fair value at<br />

that date.<br />

Cost includes expenditures that are directly attributable to the acquisition<br />

of the asset. The cost of self-constructed assets includes the cost<br />

of materials and direct labour, any other costs directly attributable<br />

to bringing the asset to a working condition for its intended use, and the<br />

costs of dismantling and removing the items and restoring the site on<br />

which they are located, and capitalised borrowing costs. Cost also may<br />

include transfers from equity of any gain or loss on qualifying cash flow<br />

hedges of foreign currency purchases of property, plant and equipment.<br />

Purchased software that is integral to the functionality of the related<br />

equipment is capitalised as part of that equipment.<br />

When parts of an item of property, plant and equipment have<br />

different useful lives, they are accounted for as separate items (major<br />

components) of property, plant and equipment.<br />

The gain or loss on disposal of an item of property, plant and equipment<br />

is determined by comparing the proceeds from disposal with the<br />

carrying amount of property, plant and equipment, and is recognised net<br />

within other income/other expenses in profit or loss.<br />

(ii) Subsequent costs<br />

The cost of replacing a component of an item of property, plant<br />

and equipment is recognised in the carrying amount of the item if it<br />

is probable that the future economic benefits embodied within the<br />

component will flow to the Group and its cost can be measured reliably.<br />

The carrying amount of the replaced component is derecognized. The<br />

costs of the day-to-day servicing of property, plant and equipment are<br />

recognised in profit or loss as incurred.<br />

(iii) Depreciation<br />

Depreciation is based on the cost of an asset less its residual value.<br />

Significant components of individual assets are assessed and if<br />

a component has a useful life that is different from the remainder of that<br />

asset, that component is depreciated separately.<br />

Depreciation is recognised in profit or loss on a straight-line basis over<br />

the estimated useful lives of each part of an item of property, plant<br />

and equipment, since this most closely reflects the expected pattern<br />

of consumption of the future economic benefits embodied in the asset.<br />

Leased assets are depreciated over the shorter of the lease term and<br />

their useful lives unless it is reasonably certain that the Group will<br />

obtain ownership by the end of the lease term. Land is not depreciated.<br />

The estimated useful lives for the current and comparative periods are<br />

as follows:<br />

Buildings 20–40 years<br />

Machinery and equipment 3–20 years<br />

Kegs 10 years<br />

Depreciation methods, useful lives and residual values are reviewed at<br />

each financial year end and adjusted if appropriate.<br />

(f) Intangible assets<br />

(i) Goodwill<br />

Goodwill (negative goodwill) that arises on the acquisition of subsidiaries<br />

is included in intangible assets. For the measurement of goodwill at<br />

initial recognition, see note 2(e)(i).<br />

Acquisitions prior to 1 January 2004<br />

As part of its transition to IFRSs, the Group elected to restate only<br />

those business combinations that occurred on or after 1 January 2004.<br />

In respect of acquisitions prior to 1 January 2004, goodwill represents<br />

the difference between the Company’s interest in a subsidiary’s net<br />

identifiable assets on the date of transition and the cost of that interest.<br />

Acquisitions between 1 January 2004 and 1 January <strong>2010</strong><br />

For acquisitions between 1 January 2004 and 1 January <strong>2010</strong>, goodwill<br />

represents the excess of the cost of the acquisition over the Group’s<br />

interest in the net fair value of the identifiable assets, liabilities and<br />

contingent liabilities of the acquiree. When the excess is negative<br />

(negative goodwill), it is recognised immediately in profit or loss.<br />

Subsequent measurement<br />

Goodwill is measured at cost less accumulated impairment losses.<br />

In respect of equity accounted investees, the carrying amount<br />

of goodwill is included in the carrying amount of the investment, and<br />

an impairment loss on such an investment is not allocated to any asset,<br />

including goodwill, that forms part of the carrying amount of the equityaccounted<br />

investee.<br />

75


76<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

(ii) Other intangible assets<br />

Other intangible assets that are acquired by the Group, which have finite<br />

useful lives, are measured at cost less accumulated amortisation and<br />

accumulated impairment losses.<br />

(iii) Subsequent expenditure<br />

Subsequent expenditure is capitalised only when it increases the future<br />

economic benefits embodied in the specific asset to which it relates. All<br />

other expenditure, including expenditure on internally generated goodwill<br />

and brands is recognised in profit or loss as incurred.<br />

(iv) Amortisation<br />

Amortisation is calculated over the cost of the asset, or other amount<br />

substituted for cost, less its residual value.<br />

Amortisation is recognised in profit or loss on a straight-line basis over<br />

the estimated useful lives of intangible assets, other than goodwill,<br />

from the date that they are available for use since this most closely<br />

reflects the expected pattern of consumption of future economic benefits<br />

embodied in the asset. The estimated useful lives of other intangible<br />

assets, which comprise trademarks, software and licences, for the<br />

current and comparative periods vary from between 1 and 10 years.<br />

Amortisation methods, useful lives and residual values are reviewed at<br />

each financial year end and adjusted if appropriate.<br />

(g) Leased assets<br />

Leases in terms of which the Group assumes substantially all the risks<br />

and rewards of ownership are classified as finance leases. Upon initial<br />

recognition the leased asset is measured at an amount equal to the<br />

lower of its fair value and the present value of the minimum lease<br />

payments. Subsequent to initial recognition, the asset is accounted for<br />

in accordance with the accounting policy applicable to that asset.<br />

Other leases are operating leases and the leased assets are not<br />

recognised on the Group’s statement of financial position.<br />

(h) Inventories<br />

Inventories are measured at the lower of cost and net realisable value.<br />

The cost of inventories is based on the weighted average principle and<br />

includes expenditure incurred in acquiring the inventories, production<br />

or conversion costs and other costs incurred in bringing them to their<br />

existing location and condition. In the case of manufactured inventories<br />

and work in progress, cost includes an appropriate share of overheads<br />

based on normal operating capacity.<br />

Net realisable value is the estimated selling price in the ordinary<br />

course of business, less the estimated costs of completion and selling<br />

expenses.<br />

(i) Impairment<br />

(i) Non-derivative financial assets<br />

A financial asset not carried at fair value through profit or loss is assessed<br />

at each reporting date to determine whether there is any objective<br />

evidence that it is impaired. A financial asset is impaired if objective<br />

evidence indicates that a loss event has occurred after the initial recognition<br />

of the asset, and that the loss event had a negative effect on the<br />

estimated future cash flows of that asset that can be estimated reliably.<br />

Objective evidence that financial assets (including equity securities) are<br />

impaired can include default or delinquency by a debtor, restructuring<br />

of an amount due to the Group on terms that the Group would not<br />

consider otherwise, indications that a debtor or issuer will enter<br />

bankruptcy, adverse changes in the payment status of borrowers or<br />

issuers in the Group, economic conditions that correlate with defaults<br />

or the disappearance of an active market for a security. In addition, for<br />

an investment in an equity security, a significant or prolonged decline<br />

in its fair value below its cost is objective evidence of impairment.<br />

Loans and receivables<br />

The Group considers evidence of impairment for loans and receivables<br />

at both a specific asset and collective level. All individually significant<br />

loans and receivables are assessed for specific impairment. All<br />

individually significant loans and receivables found not to be specifically<br />

impaired are then collectively assessed for any impairment that<br />

has been incurred but not yet identified. Loans and receivables that are<br />

not individually significant are collectively assessed for impairment by<br />

grouping together loans and receivables with similar risk characteristics.<br />

In assessing collective impairment the Group uses historical trends<br />

of the probability of default, timing of recoveries and the amount of loss<br />

incurred, adjusted for management’s judgement as to whether current<br />

economic and credit conditions are such that the actual losses are likely<br />

to be greater or less than suggested by historical trends.<br />

An impairment loss in respect of a financial asset measured at amortised<br />

cost is calculated as the difference between its carrying amount, and<br />

the present value of the estimated future cash flows discounted at the<br />

asset’s original effective interest rate. Losses are recognised in profit<br />

or loss and reflected in an allowance account against receivables.<br />

Interest on the impaired asset continues to be recognised through<br />

the unwinding of the discount. When a subsequent event causes the<br />

amount of impairment loss to decrease, the decrease in impairment loss<br />

is reversed through profit or loss.<br />

Available-for-sale financial assets<br />

Impairment losses on available-for-sale investment securities are<br />

recognised by reclassifying the losses accumulated in the fair value<br />

reserve in equity, to profit or loss. The cumulative loss that is reclassified<br />

from equity to profit or loss is the difference between the acquisition<br />

cost, net of any principal repayment and amortisation, and the current<br />

fair value, less any impairment loss previously recognised in profit<br />

or loss. Changes in impairment provisions attributable to application<br />

of the effective interest method are reflected as a component of interest<br />

income. If, in a subsequent period, the fair value of an impaired<br />

available-for-sale debt security increases and the increase can be<br />

related objectively to an event occurring after the impairment loss<br />

was recognised in profit or loss, then the impairment loss is reversed,<br />

with the amount of the reversal recognised in profit or loss. However,<br />

any subsequent recovery in the fair value of an impaired available-forsale<br />

equity security is recognised in other comprehensive income.<br />

(ii) Non-financial assets<br />

The carrying amounts of the Group’s non-financial assets, other<br />

than inventories and deferred tax assets are reviewed at each reporting<br />

date to determine whether there is any indication of impairment. If any<br />

such indication exists, then the asset’s recoverable amount is estimated.<br />

For goodwill and intangible assets that have indefinite lives or that are<br />

not yet available for use, the recoverable amount is estimated each<br />

year at the same time. An impairment loss is recognised if the carrying<br />

amount of an asset or its related cash-generating unit (CGU) exceeds its<br />

estimated recoverable amount.<br />

The recoverable amount of an asset or CGU is the greater of its value<br />

in use and its fair value less costs to sell. In assessing value in use,<br />

the estimated future cash flows are discounted to their present value<br />

using a pre-tax discount rate that reflects current market assessments<br />

of the time value of money and the risks specific to the asset or CGU.<br />

For the purpose of impairment testing, assets that cannot be tested<br />

individually are grouped together into the smallest group of assets that<br />

generates cash inflows from continuing use that are largely independent<br />

of the cash inflows of other assets or groups of assets or CGU. Subject<br />

to an operating segment ceiling test, for the purposes of goodwill<br />

impairment testing, CGUs to which goodwill has been allocated are<br />

aggregated so that the level at which impairment testing is performed<br />

reflects the lowest level at which goodwill is monitored for internal<br />

reporting purposes. Goodwill acquired in a business combination<br />

is allocated to groups of CGUs that are expected to benefit from the<br />

synergies of the combination.<br />

The Group’s corporate assets do not generate separate cash inflows<br />

and tested for impairment as part of the testing of the CGU to which the<br />

corporate asset is allocated.


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

Impairment losses are recognised in profit or loss. Impairment losses<br />

recognised in respect of CGUs are allocated first to reduce the carrying<br />

amount of any goodwill allocated to the CGU (group of CGUs), and then<br />

to reduce the carrying amounts of the other assets in the CGU (group<br />

of CGUs) on a pro rata basis.<br />

An impairment loss in respect of goodwill is not reversed. In respect<br />

of other assets, impairment losses recognised in prior periods are<br />

assessed at each reporting date for any indications that the loss<br />

has decreased or no longer exists. An impairment loss is reversed<br />

if there has been a change in the estimates used to determine the<br />

recoverable amount. An impairment loss is reversed only to the extent<br />

that the asset’s carrying amount does not exceed the carrying amount<br />

that would have been determined, net of depreciation or amortisation, if<br />

no impairment loss had been recognised.<br />

(j) Employee benefits<br />

(i) Defined contribution plans<br />

A defined contribution plan is a post-employment benefit plan under<br />

which an entity pays fixed contributions into a separate entity and<br />

will have no legal or constructive obligation to pay further amounts.<br />

Obligations for contributions to defined contribution pension plans,<br />

including Russia’s State pension fund, are recognised as an employee<br />

benefit expense in profit or loss in the periods during which services<br />

are rendered by employees. Prepaid contributions are recognised<br />

as an asset to the extent that a cash refund or a reduction in future<br />

payments is available. Contributions to a defined contribution plan that<br />

are due more than 12 months after the end of the period in which the<br />

employees render the service are discounted to their present value.<br />

(ii) Short-term benefits<br />

Short-term employee benefit obligations are measured on<br />

an undiscounted basis and are expensed as the related service<br />

is provided. A liability is recognised for the amount expected to be<br />

paid under short-term cash bonus or profit-sharing plans if the Group<br />

has a present legal or constructive obligation to pay this amount<br />

as a result of past service provided by the employee, and the obligation<br />

can be estimated reliably.<br />

(k) Provisions<br />

A provision is recognised if, as a result of a past event, the Group<br />

has a present legal or constructive obligation that can be estimated<br />

reliably, and it is probable that an outflow of economic benefits will<br />

be required to settle the obligation. Provisions are determined by<br />

discounting the expected future cash flows at a pre-tax rate that reflects<br />

current market assessments of the time value of money and the risks<br />

specific to the liability. The unwinding of the discount is recognised<br />

as finance cost.<br />

(l) Revenue<br />

Revenue from the sale of goods in the course of ordinary activities<br />

is measured at the fair value of the consideration received or receivable,<br />

net of returns, excise taxes, trade discounts and volume rebates.<br />

Revenue is recognised when persuasive evidence exists, usually in the<br />

form of an executed sales agreement, that the significant risks and<br />

rewards of ownership have been transferred to the buyer, recovery<br />

of the consideration is probable, the associated costs and possible<br />

return of goods can be estimated reliably, and there is no continuing<br />

management involvement with the goods, and the amount of revenue<br />

can be measured reliably. If it is probable that discounts will be<br />

granted and the amount can be measured reliably, then the discount<br />

is recognised as a reduction of revenue as the sales are recognised.<br />

The timing of the transfers of risks and rewards varies depending on the<br />

individual terms of the contract of sale. For certain sales, transfer usually<br />

occurs upon dispatch of the products to the customer; for other sales,<br />

transfer occurs upon receipt of the products by the customer.<br />

(m) Other expenses<br />

(i) Lease payments<br />

Payments made under operating leases are recognised in profit or loss<br />

on a straight-line basis over the term of the lease. Lease incentives<br />

received are recognised as an integral part of the total lease expense,<br />

over the term of the lease.<br />

(ii) Social expenditure<br />

To the extent that the Group’s contributions to social programs benefit<br />

the community at large and are not restricted to the Group’s employees,<br />

they are recognised in profit or loss as incurred.<br />

(n) Finance income and finance costs<br />

Finance income comprises interest income on funds invested (including<br />

available-for-sale financial assets), gains on the disposal of availablefor-sale<br />

financial assets and foreign currency gains. Interest income<br />

is recognised as it accrues in profit or loss, using the effective interest<br />

method.<br />

Finance costs comprise interest expense on borrowings and foreign<br />

currency losses.<br />

Borrowing costs that are not directly attributable to the acquisition,<br />

construction or production of a qualifying asset are recognised in profit<br />

or loss using the effective interest method.<br />

Foreign currency gains and losses are reported on a gross basis.<br />

(o) Income tax<br />

Income tax expense comprises current and deferred tax. Current tax and<br />

deferred tax are recognised in profit or loss except to the extent that it<br />

relates to a business combination, or items recognised directly in equity<br />

or in other comprehensive income.<br />

Current tax is the expected tax payable or receivable on the taxable<br />

income or loss for the year, using tax rates enacted or substantively<br />

enacted at the reporting date, and any adjustment to tax payable<br />

in respect of previous years.<br />

Deferred tax is recognised in respect of temporary differences between<br />

the carrying amounts of assets and liabilities for financial reporting<br />

purposes and the amounts used for taxation purposes. Deferred tax<br />

is not recognised for:<br />

temporary differences on the initial recognition of assets or<br />

liabilities in a transaction that is not a business combination and<br />

that affects neither accounting nor taxable profit or loss;<br />

temporary differences related to investments in subsidiaries and<br />

jointly controlled entities to the extent that it is probable that they<br />

will not reverse in the foreseeable future; and<br />

taxable temporary differences arising on the initial recognition<br />

of goodwill.<br />

Deferred tax is measured at the tax rates that are expected to be applied<br />

to the temporary differences when they reverse, based on the laws that<br />

have been enacted or substantively enacted by the reporting date.<br />

Deferred tax assets and liabilities are offset if there is a legally<br />

enforceable right to offset current tax assets and liabilities, and they<br />

relate to income taxes levied by the same tax authority on the same<br />

taxable entity, or on different tax entities, but they intend to settle current<br />

tax liabilities and assets on a net basis or their tax assets and liabilities<br />

will be realised simultaneously.<br />

In accordance with the tax legislation of the Russian Federation, tax<br />

losses and current tax assets of a company in the Group may not be<br />

set off against taxable profits and current tax liabilities of other Group<br />

77


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OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

companies. In addition, the tax base is determined separately for each<br />

of the Group’s main activities and, therefore, tax losses and taxable<br />

profits related to different activities cannot be offset.<br />

A deferred tax asset is recognised for unused tax losses, tax credits<br />

and deductible temporary differences, to the extent that it is probable<br />

that future taxable profits will be available against which they can be<br />

utilised. Deferred tax assets are reviewed at each reporting date and are<br />

reduced to the extent that it is no longer probable that the related tax<br />

benefit will be realised.<br />

(p) Earnings per share<br />

The Group presents basic and diluted earnings per share (“EPS”)<br />

data for its ordinary shares. Basic EPS is calculated by dividing the<br />

profit or loss attributable to ordinary shareholders of the Company by<br />

the weighted average number of ordinary shares outstanding during<br />

the period, adjusted for own shares held. Diluted EPS is determined by<br />

adjusting the profit or loss attributable to ordinary shareholders and the<br />

weighted average number of ordinary shares outstanding, adjusted for<br />

own shares held, for the effects of all dilutive potential ordinary shares.<br />

(q) Segment reporting<br />

An operating segment is a component of the Group that engages<br />

in business activities from which it may earn revenues and incur<br />

expenses, including revenues and expenses that relate to transactions<br />

with any of the Group’s other components. All operating segments’<br />

operating results are reviewed regularly by the Group’s Management<br />

Board to make decisions about resources to be allocated to the segment<br />

and assess its performance, and for which discrete financial information<br />

is available.<br />

Segment results that are reported to the Group’s Management Board<br />

include items directly attributable to a segment.<br />

Segment capital expenditure is the total cost incurred during the year<br />

to acquire property, plant and equipment, and intangible assets other<br />

than goodwill.<br />

(r) New Standards and Interpretations not yet adopted<br />

A number of new Standards, amendments to Standards and<br />

Interpretations are not yet effective as at 31 December <strong>2010</strong>, and<br />

have not been applied in preparing these consolidated financial<br />

statements. Of these pronouncements, potentially the following will have<br />

an impact on the Group’s operations. The Group plans to adopt these<br />

pronouncements when they become effective.<br />

Revised IAs 24 Related Party Disclosures (<strong>2010</strong>) introduces<br />

an exemption from the basic disclosure requirements in relation<br />

to related party disclosures and outstanding balances, including<br />

commitments, for government-related entities. Additionally, the<br />

4. Determination of fair values<br />

A number of the Group’s accounting policies and disclosures require the<br />

determination of fair value, for both financial and non-financial assets<br />

and liabilities. Fair values have been determined for measurement and<br />

disclosure purposes based on the following methods. When applicable,<br />

further information about the assumptions made in determining fair<br />

values is disclosed in the notes specific to that asset or liability.<br />

(a) Property, plant and equipment<br />

The fair value of property, plant and equipment recognised as a result<br />

of a business combination is based on market values. The market<br />

value of property is the estimated amount for which a property could be<br />

exchanged on the date of valuation between a willing buyer and a willing<br />

standard has been revised to simplify some of the presentation<br />

guidance that was previously non-reciprocal. The revised standard<br />

is to be applied retrospectively for annual periods beginning on<br />

or after 1 January 2011. The Group has not yet determined the<br />

potential effect of the revised standard.<br />

Amended IFRS 7 Disclosures — Transfers of Financial Assets<br />

introduces additional disclosure requirements for transfers<br />

of financial assets in situations where assets are not derecognised<br />

in their entirety or where the assets are derecognised in their<br />

entirety but a continuing involvement in the transferred assets<br />

is retained. The new disclosure requirements are designated<br />

to enable the users of financial statements to better understand<br />

the nature of the risks and rewards associated with these assets.<br />

The amendment is effective for annual periods beginning on or<br />

after 1 July 2011. The Group has not yet determined the potential<br />

effect of the amendment.<br />

IFRS 9 Financial Instruments will be effective for annual periods<br />

beginning on or after 1 January 2013. The new standard is to be<br />

issued in phases and is intended ultimately to replace International<br />

Financial <strong>Report</strong>ing Standard IAs 39 Financial Instruments:<br />

Recognition and Measurement. The first phase of IFRS 9<br />

was issued in November 2009 and relates to the classification<br />

and measurement of financial assets. The second phase<br />

regarding classification and measurement of financial liabilities<br />

was published in October <strong>2010</strong>. The remaining parts of the<br />

standard are expected to be issued during the first half of 2011.<br />

The Group recognises that the new standard introduces many<br />

changes to the accounting for financial instruments and is likely<br />

to have a significant impact on Group’s consolidated financial<br />

statements. The impact of these changes will be analysed during<br />

the course of the project as further phases of the standard are<br />

issued. The Group does not intend to adopt this standard early.<br />

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments<br />

provides guidance on accounting for debt for equity swaps by<br />

the debtor. The interpretation clarifies that an entity’s equity<br />

instruments qualify as “consideration paid” in accordance with<br />

paragraph 41 of International Financial <strong>Report</strong>ing Standards<br />

IAs 39 Financial Instruments: Recognition and Measurement.<br />

Additionally, the interpretation clarifies how to account for the<br />

initial measurement of own equity instruments issued to extinguish<br />

a financial liability and how to account for the difference between<br />

the carrying amount of the financial liability extinguished and the<br />

initial measurement amount of the equity instruments issued.<br />

IFRIC 19 is applicable for annual periods beginning on or after<br />

1 July <strong>2010</strong>.<br />

Various Improvements to IFRSs have been dealt with on a standard-by-standard<br />

basis. All amendments, which result in accounting<br />

changes for presentation, recognition or measurement purposes,<br />

will come into effect not earlier than 1 January 2011. The Group<br />

has not yet analysed the likely impact of the improvements on its<br />

financial position or performance.<br />

seller in an arm’s length transaction after proper marketing wherein the<br />

parties had each acted knowledgeably and willingly. The fair value<br />

of items of plant and equipment is based on market approach and cost<br />

approaches using quoted market prices for similar items when available.<br />

When no quoted market prices are available, the fair value of property,<br />

plant and equipment is primarily determined using depreciated<br />

replacement coSt. This method considers the cost to reproduce or<br />

replace the property, plant and equipment, adjusted for physical,<br />

functional or economical depreciation, and obsolescence.


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

(b) Intangible assets<br />

The fair value of patents and trademarks acquired in a business<br />

combination is based on the discounted estimated royalty payments that<br />

have been avoided as a result of the patent or trademark being owned.<br />

The fair value of other intangible assets is based on the discounted<br />

cash flows expected to be derived from the use and eventual sale of the<br />

assets.<br />

(c) Inventories<br />

The fair value of inventories acquired in a business combination<br />

is determined based on its estimated selling price in the ordinary course<br />

of business less the estimated costs of completion and sale, and<br />

a reasonable profit margin based on the effort required to complete and<br />

sell the inventories.<br />

5. Segment reporting<br />

The Group is engaged in the production and distribution of beer, soft<br />

drinks and mineral water and has identified these operations as a single<br />

reportable segment.<br />

The Group identified the segment in accordance with the criteria set<br />

in IFRS 8 Operating Segments and based on the way the operations<br />

of the Group are regularly reviewed by the chief operating decision<br />

maker to analyze performance and allocate resources within the Group.<br />

The Group’s chief operating decision maker has been determined as the<br />

Management Board.<br />

The segment represents the Group’s business of production<br />

and distribution of beer, soft drinks and mineral water in Russia,<br />

Azerbaijan and other countries. Currently the Group’s operations<br />

in Azerbaijan and other countries make an insignificant contribution<br />

to the financial results of the Group.<br />

Within the segment all business components demonstrate similar<br />

economic characteristics:<br />

the products and customers;<br />

the business processes are integrated and uniform: the Group<br />

manages its operations centrally. Purchasing, logistics, finance,<br />

HR and IT functions are centralized;<br />

the Group’s activities are mainly limited to Russia which<br />

has a uniform regulatory environment.<br />

The Management Board assesses the performance of the operating<br />

segment based on measures for sales, adjusted earnings before<br />

interest, tax, depreciation and amortization (EBITDA), segment assets<br />

and segment liabilities and other information are consistent with that<br />

in the consolidated financial statements.<br />

The accounting policies used for the segment are the same<br />

as accounting policies applied for the consolidated financial statements<br />

as described in note 3.<br />

(d) Equity and debt securities<br />

The fair value of equity securities is determined by reference to their<br />

quoted closing bid price at the reporting date, or if unquoted, determined<br />

using a valuation technique. Valuation techniques employed include<br />

market multiples and discounted cash flow analysis using expected<br />

future cash flows and a market-related discount rate.<br />

(e) Trade and other receivables<br />

The fair value of trade and other receivables is estimated as the present<br />

value of future cash flows, discounted at the market rate of interest at<br />

the reporting date. This fair value is determined for disclosure purposes<br />

or when acquired in a business combination.<br />

(f) Non-derivative financial liabilities<br />

Fair value, which is determined for disclosure purposes, is calculated<br />

based on the present value of future principal and interest cash flows,<br />

discounted at the market rate of interest at the reporting date.<br />

The segment information for the year ended 31 December <strong>2010</strong><br />

is as follows:<br />

’000 RUB <strong>2010</strong> 2009<br />

Revenue 79,306,979 93,720,164<br />

EBITDA (including share of loss<br />

of equity accounted investees<br />

(net of income tax) RUB (57,629)<br />

thousand (2009: RUB (29,734)<br />

thousand ))<br />

29,186,803 34,261,825<br />

Segment assets 70,640,207 79,638,567<br />

Investments in equity accounted<br />

investees<br />

215,186 293,183<br />

Capital expenditures 2,604,981 3,421,431<br />

Segment liabilities 15,612,370 15,957,254<br />

A reconciliation of EBITDA to profit for the year is as follows:<br />

’000 RUB <strong>2010</strong> 2009<br />

EBITDA (including share of loss<br />

of equity accounted investees (net<br />

of income tax))<br />

Depreciation and amortisation and<br />

impairment losses on property,<br />

plant and equipment<br />

29,186,803 34,261,825<br />

(5,555,657) (4,644,309)<br />

Finance income 1,269,192 1,834,591<br />

Finance costs (712,991) (2,349,918)<br />

Profit before income tax 24,187,347 29,102,189<br />

Income tax (5,016,165) (5,729,920)<br />

Profit for the year 19,171,182 23,372,269<br />

Approximately 17.9 % (2009: 14.9 %) of the Group’s revenue<br />

is attributable to sales transactions with a single customer. Substantially<br />

all of Group’s customers are located in the Russian Federation.<br />

79


80<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

6. Other income 7. Administrative expenses<br />

Gain on disposal of property, plant<br />

and equipment and intangible<br />

assets<br />

8. Other expenses<br />

Impairment losses on property,<br />

plant and equipment<br />

<strong>2010</strong><br />

’000 RUB<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

72,902 72,217<br />

Gain on disposal of subsidiary 2,568 —<br />

Other income 81 —<br />

75,551 72,217<br />

2009<br />

’000 RUB<br />

(550,248) —<br />

Other expenses (983) —<br />

(551,231) —<br />

9. Personnel costs<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Wages and salaries 5,800,568 5,976,138<br />

Compulsory social security<br />

contributions<br />

1,030,152 1,029,079<br />

Other payroll expenses 473,818 575,089<br />

Contributions to defined<br />

contribution plan<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Wages and salaries 819,518 825,486<br />

Depreciation and amortisation 533,724 484,592<br />

Information technology and<br />

communications<br />

Compulsory social security<br />

contributions<br />

145,829 170,580<br />

112,690 105,673<br />

Other payroll expenses 74,450 105,064<br />

Facilities 90,399 94,432<br />

Charity 20,920 35,244<br />

Contributions to defined<br />

contribution plan<br />

11,003 9,989<br />

Other administrative expenses 620,467 697,661<br />

2,429,000 2,528,721<br />

11,003 9989<br />

7,315,541 7,590,295


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

10. Finance income and finance costs<br />

Recognised in profit or loss<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Foreign exchange gain 725,796 1,368,249<br />

Interest income on bank deposits 406,766 372,086<br />

Interest income on loans and receivables 136,630 94,256<br />

Finance income 1,269,192 1,834,591<br />

Foreign exchange loss (711,966) (2,159,599)<br />

Interest expense on financial liabilities measured at amortised cost (1025) (190,319)<br />

Finance costs recognised in profit or loss (712,991) (2,349,918)<br />

The above financial income and costs include the following in respect of assets/(liabilities) not at<br />

fair value through profit and loss:<br />

Total interest income on financial assets 543,396 466,342<br />

Total interest expense on financial liabilities (1,025) (190,319)<br />

Recognised in other comprehensive income<br />

Foreign currency translation differences for foreign operations 62,340 257,818<br />

Finance income recognised in other comprehensive income, net of tax 62,340 257,818<br />

11. Income tax expense<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Current tax expense<br />

Current year<br />

Deferred tax expense<br />

4,705,847 5,498,430<br />

Origination and reversal of temporary differences 310,318 231,490<br />

Total income tax expense 5,016,165 5,729,920<br />

The Group’s applicable tax rate is the corporate income tax rate of 20 % for Russian companies (2009: 20 %).<br />

Reconciliation of effective tax rate:<br />

<strong>2010</strong><br />

’000 RUB<br />

%<br />

2009<br />

’000 RUB<br />

Profit before income tax 24,187,347 100 29,102,189 100<br />

Income tax at applicable tax rate 4,837,469 20,0 5,820,438 20,0<br />

Non-deductible expenses 361,430 1,5 353,281 1,2<br />

Effects of tax concessions (259,946) (1,1) (496,860) (1,7)<br />

Other 77,212 0,3 53,061 0,2<br />

5,016,165 20,7 5,729,920 19,7<br />

%<br />

81


82<br />

12. Property, plant and equipment<br />

’000 RUB<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

Land and<br />

buildings<br />

Machinery<br />

and<br />

equipment<br />

Kegs<br />

Construction<br />

in progress<br />

Cost / Deemed cost<br />

At 1 January 2009 11,756,074 43,770,044 2,280,204 4,896,028 62,702,350<br />

Additions 391,620 2,609,742 — 420,069 3,421,431<br />

Disposals (11,796) (199,545) (19,524) (1,358) (232,223)<br />

Transfers 2,654,700 441,446 (10,258) (3,088,393) (2,505)<br />

Effect of movements in exchange rates 34,468 (19,323) (493) 11,430 26,082<br />

At 31 December 2009 14,825,066 46,602,364 2,249,929 2,237,776 65,915,135<br />

Additions 84,623 2,036,599 15,603 468,156 2,604,981<br />

Disposals (119,838) (908,315) (44,687) — (1,072,840)<br />

Transfers 514,156 732,333 390 (1,246,879) —<br />

Effect of movements in exchange rates 7,028 17,694 51 807 25,580<br />

At 31 December <strong>2010</strong> 15,311,035 48,480,675 2,221,286 1,459,860 67,472,856<br />

Depreciation and impairment losses<br />

At 1 January 2009 (1,330,796) (17,219,459) (795,347) — (19,345,602)<br />

Depreciation for the year (449,605) (3,965,845) (198,641) — (4,614,091)<br />

Disposals 2,887 187,045 18,610 — 208,542<br />

Transfers (334,275) 351,138 (16,863) — —<br />

Effect of movements in exchange rates (78) 13,161 23 — 13,106<br />

At 31 December 2009 (2,111,867) (20,633,960) (992,218) — (23,738,045)<br />

Depreciation for the year (459,341) (4,277,014) (217,630) — (4,953,985)<br />

Disposals 23,386 790,476 36,978 — 850,840<br />

Impairment — (550,248) — — (550,248)<br />

Transfers — — — — —<br />

Effect of movements in exchange rates (418) (2,111) (29) — (2,558)<br />

At 31 December <strong>2010</strong> (2,548,240) (24,672,857) (1,172,899) — (28,393,996)<br />

Carrying amounts<br />

At 1 January 2009 10,425,278 26,550,585 1,484,857 4,896,028 43,356,748<br />

At 31 December 2009 12,713,199 25,968,404 1,257,711 2,237,776 42,177,090<br />

At 31 December <strong>2010</strong> 12,762,795 23,807,818 1,048,387 1,459,860 39,078,860<br />

Depreciation expense of RUB 2,750,918 thousand has been included in cost of goods sold (2009: RUB 2,526,958 thousand), RUB 1,677,216 thousand<br />

in distribution expenses (2009: RUB 1,600,430 thousand), RUB 349,444 thousand in administrative expense (2009: RUB 320,191 thousand) and<br />

RUB 176,407 thousand in cost of inventories as at 31 December <strong>2010</strong> (2009: RUB 166,512 thousand).<br />

Impairment loss<br />

In <strong>2010</strong> the Group has decided to cease production of beer at one of its production plants. The Group tested related brewery production facilities for<br />

impairment and recognized an impairment loss of RUB 550,248 thousand with respect to property, plant and equipment.<br />

The recoverable amount represents the assets’ fair value less cost to sell and it was determined by reference to both external sources (active market)<br />

and internal sources (historical data on sale of similar and same assets).<br />

The impairment provision was recognised in other expenses in the amount of RUB 550,248 thousand.<br />

Total


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

13. Intangible assets<br />

’000 RUB Goodwill Trademarks<br />

Amortisation expense of RUB 16,232 thousand has been included<br />

in cost of goods sold (2009: RUB 12,589 thousand), RUB 27,319<br />

thousand in distribution expenses (2009: RUB 19,740 thousand) and<br />

RUB 184,280 thousand in administrative expense (2009: RUB 164,401<br />

thousand).<br />

(a) Impairment testing for cash generating units containing goodwill<br />

For the purpose of impairment testing, goodwill is considered at<br />

the Group level and has not been allocated to individual plants.<br />

This represents the lowest level within the Group at which the goodwill<br />

is monitored for internal management purposes.<br />

The recoverable amount of the Group’s plants was based on their value<br />

in use and was determined by discounting future cash flows generated<br />

from the continuing use of the plants. Unless indicated otherwise, value<br />

in use in <strong>2010</strong> was determined similarly as in 2009.<br />

Software<br />

and licences<br />

Cost<br />

At 1 January 2009 13,514,680 52,612 666,343 14,233,635<br />

Additions — — 253,141 253,141<br />

Transfers — — 2,505 2,505<br />

Effect of movements in exchange rates 145,976 5,167 350 151,493<br />

At 31 December 2009 13,660,656 57,779 922,339 14,640,774<br />

Additions — — 426,934 426,934<br />

Transfers — — — —<br />

Effect of movements in exchange rates 53,692 1,513 196 55,401<br />

At 31 December <strong>2010</strong> 13,714,348 59,292 1,349,469 15,123,109<br />

Amortisation<br />

At 1 January 2009 — (1,315) (441,129) (442,444)<br />

Amortisation for the year — (6,054) (190,676) (196,730)<br />

Effect of movements in exchange rates — 139 61 200<br />

At 31 December 2009 — (7,230) (631,744) (638,974)<br />

Amortisation for the year — (5,883) (221,948) (227,831)<br />

Effect of movements in exchange rates — (236) (134) (370)<br />

At 31 December <strong>2010</strong> — (13,349) (853,826) (867,175)<br />

Carrying amounts<br />

At 1 January 2009 13,514,680 51,297 225,214 13,791,191<br />

At 31 December 2009 13,660,656 50,549 290,595 14,001,800<br />

At 31 December <strong>2010</strong> 13,714,348 45,943 495,643 14,255,934<br />

(b) Key assumptions used in discounted cash flow projections<br />

Total<br />

Key assumptions used in the calculation of recoverable amounts are<br />

discount rates, terminal value growth rates and EBITDA margins.<br />

(i) Discount rate<br />

An after-tax discount rate of 14.5 % was applied in determining the<br />

recoverable amount of the plants. The discount rate was estimated<br />

based on past experience, and industry average weighted average cost<br />

of capital, which was based on an average industry debt to total capital<br />

ratio of 30.00 % at market interest rate of 8.56 %. The pre-tax discount<br />

rate is 19.24 %.<br />

(ii) Terminal value growth rate<br />

Cash flows were projected based on past experience, actual operating<br />

results and the Group’s five-year business plan. Cash flows for a further<br />

5-year period were extrapolated using a declining growth rate of 2 % —<br />

nil (2009: 5 % — nil), which does not exceed the long-term average<br />

growth rate for the industry.<br />

83


84<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

(iii) Budgeted EBITDA growth<br />

Budgeted EBITDA is expressed as the compound annual growth rates<br />

in the initial five years of the plans used for impairment testing and<br />

has been based on past experience adjusted for the following:<br />

In the first year of the business plan sales volume was projected<br />

to be higher than in <strong>2010</strong> since the market continued to grow<br />

after the general downturn the market experienced during the<br />

past two years and substantial increase in excise tax in <strong>2010</strong>. The<br />

anticipated annual sales volume growth included in the cash flow<br />

projections for the years 2012 to 2015 is based on expectations<br />

of demand growth levels driven by a return to beer consumption<br />

levels of 3 years ago.<br />

Sales price growth was assumed to be a small margin above<br />

inflation in 2011 and in line with the inflation forecast by official<br />

state authorities in 2012–2015.<br />

Raw material costs are expected to increase significantly in 2011<br />

due to the poor harvest in <strong>2010</strong> and to increase at a rate of 22 %<br />

reducing to 10 % during the years 2012 to 2015. Other costs are<br />

expected to increase at a rate of 10 % reducing to 7 % during the<br />

years 2012 to 2015.<br />

14. Equity accounted investees 15. Other investments<br />

The Group has the following investment in an equity accounted investee:<br />

CJSC Malterie Soufflet Saint<br />

Petersburg (“Soufflet”)<br />

This company produces malt.<br />

Country Ownership/Voting<br />

Russia 30 %<br />

In <strong>2010</strong> the Group did not receive dividends from its investment in the<br />

equity accounted investee.<br />

The Group’s share of losses in its equity accounted investee for the<br />

year ended 31 December <strong>2010</strong> was RUB 57,629 thousand (2009:<br />

loss RUB 29,734 thousand). The Group’s share of post-acquisition<br />

total recognised gains and losses in associates as at 31 December<br />

<strong>2010</strong> was RUB 154,258 thousand (31 December 2009: RUB 232,255<br />

thousand).<br />

(c) Sensitivity to changes in assumptions<br />

Although no impairment loss was recognized in respect of goodwill the<br />

determination of the recoverable amount is sensitive to the rate at which<br />

the Group achieves its planned growth in production.<br />

In determining a value in use of RUB 195,757,003 thousand (compared<br />

to a carrying amount of RUB 53,334,794 thousand), management<br />

has assumed that production volume will gradually increase and by<br />

2015 will be 21 % greater than volumes projected for 2011.<br />

If actual production volume were to be below estimated production<br />

volume by 22 % in 2011 and subsequent years, the value in use would<br />

approximate the carrying amounts of the plants and goodwill.<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Non-current<br />

Available-for-sale investments:<br />

Measured at cost 87,251 9,781<br />

Current<br />

Loans and receivables:<br />

Deposits 3,395,262 6,860,751<br />

Originated loans to related parties 500,050 2,190,548<br />

3,895,312 9,051,299<br />

Available-for-sale investments stated at cost comprise unquoted equity<br />

securities in the brewery and banking industries. There is no market for<br />

these investments and there have not been any recent transactions that<br />

provide evidence of fair value. However, management believes it unlikely<br />

that the fair value at the end of the reporting period would differ significantly<br />

from their carrying amount.<br />

The Group’s exposure to credit, currency and interest rate risks related<br />

to other investments are disclosed in note 24.


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

16. Deferred tax assets and liabilities<br />

Recognised deferred tax assets and liabilities<br />

Deferred tax assets and liabilities are attributable to the following:<br />

’000 RUB<br />

<strong>2010</strong><br />

Assets<br />

2009<br />

Liabilities<br />

<strong>2010</strong> 2009 <strong>2010</strong><br />

Net<br />

2009<br />

Property, plant and equipment — — (2,632,587) (2,557,771) (2,632,587) (2,557,771)<br />

Intangible assets 17,230 15,281 (9,188) (10,102) 8,042 5,179<br />

Investments — — (10,440) (17,459) (10,440) (17,459)<br />

Inventories 44,652 33,157 (70,338) (15,246) (25,686) 17,911<br />

Trade and other receivables 209,558 186,752 — — 209,558 186,752<br />

Trade and other payables 507,995 733,716 — — 507,995 733,716<br />

Net tax assets/(liabilities) 779,435 968,906 (2,722,553) (2,600,578) (1,943,118) (1,631,672)<br />

During the year ended 31 December <strong>2010</strong> RUB 310,318 thousand (2009: RUB 231,490 thousand) of the movement in the net deferred tax liability<br />

was recognized in the income statement and RUB 1,128 thousand (2009: RUB 13,058 thousand), relating to foreign exchange differences,<br />

was recognized directly in other comprehensive income.<br />

17. Inventories 18. Trade and other receivables<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Raw materials and consumables 4,215,009 3,328,168<br />

Work in progress 449,659 288,884<br />

Finished goods and goods for<br />

resale<br />

Write-down of inventories in the<br />

current year<br />

1,116,766 679,001<br />

5,781,434 4,296,053<br />

127,316 178,636<br />

In <strong>2010</strong> raw materials, consumables and changes in finished goods<br />

and work in progress recognised as cost of sales amounted to RUB<br />

24,926,176 thousand (2009: RUB 30,616,587 thousand).<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Trade receivables 3,241,860 6,791,244<br />

Advances to suppliers 2,228,165 720,358<br />

VAT receivable 134,331 165,512<br />

Other receivables 1,056,315 384,979<br />

Trade and other category<br />

receivables (current)<br />

6,660,671 8,062,093<br />

The Group’s exposure to credit risk and currency risk related to trade<br />

and other receivables is disclosed in note 24.<br />

19. Cash and cash equivalents<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Bank balances 361,145 288,368<br />

Deposits 205,841 1,452,334<br />

Cash and cash equivalents in the<br />

statement of financial position and<br />

in the statement of cash flows<br />

566,986 1,740,702<br />

The Group’s exposure to interest rate risk and a sensitivity analysis for<br />

financial assets and liabilities are disclosed in note 24.<br />

85


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OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

20. Capital and reserves<br />

(a) Share capital and share premium<br />

Number of shares unless otherwise stated<br />

Ordinary shares Preference shares<br />

<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />

Authorised shares<br />

Par value RUB 1 RUB 1 RUB 1 RUB 1<br />

On issue at beginning of the year 151,714,594 151,714,594 12,326,570 12,326,570<br />

On issue at end of the year, fully paid 151,714,594 151,714,594 12,326,570 12,326,570<br />

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the<br />

Company.<br />

The holders of preference shares have no right of conversion or redemption, but are entitled to an annual dividend equal to the nominal value of the<br />

shares multiplied by the interest rate of the Savings Bank of the Russian Federation, plus 10 %. If the dividend is not paid, preference shares carry the<br />

right to vote until the following <strong>Annual</strong> Shareholders’ Meeting. However, the dividend is not cumulative. The preference shares also carry the right<br />

to vote in respect of issues that influence the interests of preference shareholders, including reorganisation and liquidation of the Company.<br />

In the event of liquidation, preference shareholders first receive any declared unpaid dividends and the par value of the preference shares (“liquidation<br />

value”). Thereafter all shareholders, ordinary and preference, participate equally in the distribution of the remaining assets.<br />

(b) Dividends<br />

In accordance with Russian legislation, distributable reserves are limited<br />

to the balance of accumulated retained earnings as recorded in the<br />

Company’s statutory financial statements, prepared in accordance<br />

with Russian Accounting Principles. As at 31 December <strong>2010</strong> the<br />

Company had retained earnings, including profit for the current year,<br />

of approximately RUB 24,166,377 thousand (31 December 2009: RUB<br />

34,906,210 thousand).<br />

The following table details the dividends declared by the Company for<br />

the years ended 31 December <strong>2010</strong> and 31 December 2009:<br />

RUB per<br />

share<br />

’000 RUB<br />

Year ended 31 December 2009<br />

Preference shares<br />

Dividends for 2008<br />

Ordinary shares<br />

85.1 1,048,991<br />

Dividends for 2008 85.1 12,910,912<br />

Year ended 31 December <strong>2010</strong><br />

Preference shares<br />

Dividends for 2009<br />

Ordinary shares<br />

128 1,577,801<br />

Dividends for 2009 128 19,419,468<br />

Preference shares<br />

Interim dividends for <strong>2010</strong><br />

Ordinary shares<br />

42 517,716<br />

Interim dividends for <strong>2010</strong> 42 6,372,013<br />

The shareholders’ meeting held on 8 April <strong>2010</strong> approved dividends<br />

amounting to RUB 20,997,269 thousand. The interim dividends for 6<br />

months of <strong>2010</strong> amounting to RUB 6,889,729 thousand were approved<br />

by an extraordinary shareholders’ meeting on 26 August <strong>2010</strong>.<br />

21. Earnings per share<br />

The calculation of earnings per share at 31 December <strong>2010</strong> was based<br />

on the profit for the year attributable to ordinary shareholders of RUB<br />

17,075,665 thousand (2009: RUB 22,323,278 thousand), and<br />

a weighted average number of ordinary shares outstanding during the<br />

year of 151,714,594 (2009: 151,714,594), calculated as shown below.<br />

The Company has no dilutive potential ordinary shares.<br />

Weighted average number of ordinary shares<br />

Number of shares <strong>2010</strong> 2009<br />

Issued shares at 1 January<br />

Weighted average number<br />

151,714,594 151,714,594<br />

of shares for the for the year ended<br />

31 December<br />

151,714,594 151,714,594<br />

The following is a reconciliation of the profit attributable to ordinary<br />

shareholders:<br />

Profit attributable to ordinary shareholders<br />

Profit for the year attributable<br />

to shareholders of the Company<br />

Preference dividends recognised<br />

during the year<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

19,171,182 23,372,269<br />

(2,095,517) (1,048,991)<br />

Profit attributable to ordinary shares 17,075,665 22,323,278


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

22. Loans and borrowings<br />

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at amortised<br />

coSt. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risks, see note 24.<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Current liabilities<br />

Current portion of secured bank loans — 181,572<br />

— 181,572<br />

(a) Terms and debt repayment schedule<br />

Terms and conditions of outstanding loans were as follows:<br />

’000 RUB Currency<br />

Secured bank loan USD<br />

Nominal<br />

interest rate<br />

LIBOR 6m<br />

+0,75 %<br />

Year<br />

of maturity<br />

31 December <strong>2010</strong> 31 December 2009<br />

Face value<br />

Carrying<br />

amount<br />

Face value<br />

Carrying<br />

amount<br />

2009–<strong>2010</strong> — — 181,572 181,572<br />

— — 181,572 181,572<br />

The bank loan was fully secured by the guarantee of the Company’s parent company, Baltic Beverages Holding AB.<br />

23. Trade and other payables<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Trade payables 6,387,505 5,214,709<br />

Taxes payable 3,787,166 4,214,958<br />

Accrued salaries, wages and<br />

benefits<br />

1,449,655 1,276,828<br />

Dividends payable 306,131 114,655<br />

Payables to equity accounted<br />

investee<br />

38,487 42,902<br />

Other payables and provisions 1,289,568 2,534,529<br />

13,258,512 13,398,581<br />

There are potential claims against the Group from certain of its suppliers<br />

that allege the Group has not fulfilled contract terms. The information<br />

usually required by IAs 37 Provisions, Contingent Liabilities and<br />

Contingent Assets in respect of these claims is not disclosed on the<br />

grounds that it can be expected to prejudice seriously the position of the<br />

Group in potential disputes.<br />

The Group’s exposure to currency and liquidity risk related to trade and<br />

other payables is disclosed in note 24.<br />

87


88<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

24. Financial instruments and risk management<br />

(a) Overview<br />

The Group has exposures to the following risks from the use of financial<br />

instruments:<br />

Credit risk<br />

Liquidity risk<br />

Market risk<br />

This note presents information about Group’s exposure to each<br />

of the above risks, the Group’s objectives, policies and processes<br />

for measuring and managing risk and the Group’s management<br />

of capital. Further quantitative disclosures are included throughout these<br />

consolidated financial statements.<br />

Risk management framework<br />

The Board of Directors has overall responsibility for the establishment<br />

and oversight of the Group’s risk management framework. The Board<br />

has established an Audit Committee which is responsible for developing<br />

and monitoring the Group’s risk management policies. The Audit<br />

Committee reports regularly to the Board of Directors on its activities.<br />

The Group’s risk management systems are established to identify and<br />

analyse the risks faced by the Group, to set appropriate risk limits and<br />

controls, and to monitor risks and adherence to limits. Risk management<br />

systems are reviewed regularly to reflect changes in market conditions<br />

and the Group’s activities. The Group, through its training and<br />

management standards and procedures, aims to develop a disciplined<br />

and constructive control environment in which all employees understand<br />

their roles and obligations.<br />

The Group’s Audit Committee oversees how management monitors<br />

compliance with the Group’s risk management system and procedures<br />

and reviews the adequacy of the risk management framework in relation<br />

to the risks faced by the Group. The Audit Committee is assisted in its<br />

oversight role by Internal Audit. Internal Audit undertakes both regular<br />

and ad hoc reviews of risk management controls and procedures, the<br />

results of which are reported to the Audit Committee.<br />

(b) Credit risk<br />

Credit risk is the risk of financial loss to the Group if a customer or<br />

counterparty to a financial instrument fails to meet its contractual<br />

obligations and arises principally from the Group’s receivables from<br />

customers and loans and receivables.<br />

(i) Trade and other receivables<br />

The Group’s exposure to credit risk is influenced mainly by the individual<br />

characteristics of each customer. However, the management also<br />

considers the demographics of the Group’s customer base, including<br />

the default risk of the industry in which customers operate, as these<br />

factors may have an influence on credit risk, particularly in the currently<br />

deteriorating economic circumstances. Approximately 17.9 % (2009:<br />

14.9 %) of the Group’s revenue is attributable to sales transactions with<br />

a single customer. Substantially all of Group’s customers are located<br />

in the Russian Federation.<br />

Management has established a credit policy under which each new<br />

customer is analysed individually for creditworthiness before the Group’s<br />

standard payment and delivery terms and conditions are offered.<br />

The Group’s review includes background checks on new customers.<br />

Purchase limits are established for each customer, and represent the<br />

maximum open amount without requiring approval from the Credit<br />

Committee; these limits are reviewed monthly. Customers that fail<br />

to meet the Group’s benchmark creditworthiness may transact with the<br />

Group only on a prepayment basis.<br />

About 68 % of the Group’s customers have been transacting with the<br />

Group for more than two years, and losses have occurred infrequently.<br />

In monitoring customer credit risk, customers are grouped according<br />

to their credit characteristics, including whether they are an individual<br />

or legal entity, whether they are a wholesale or retail customers,<br />

geographic location, maturity, and existence of any previous financial<br />

difficulties. Trade receivables relate mainly to the Group’s wholesale<br />

customers. The Group requires collateral in respect of trade receivables<br />

in the form of bank guarantees. Credit evaluations are performed<br />

on all customers, other than related parties, requiring credit over<br />

a certain amount.<br />

The Group establishes an allowance for impairment that represents its<br />

estimate of incurred losses in respect of trade and other receivables<br />

and investments. The main components of this allowance are a specific<br />

loss component that relates to individually significant exposures, and<br />

a collective loss component established for groups of similar assets<br />

in respect of losses that have been incurred but not yet identified.<br />

The collective loss allowance is determined based on historical<br />

data of payment statistics for similar financial assets.<br />

(ii) Loans and receivables<br />

The Group limits its exposure to credit risk by only investing in liquid<br />

securities in accordance with Group’s deposit policy and only with<br />

counterparties that are mostly state-owned banks or the banks<br />

approved by ultimate parent company. In order to determine the<br />

amounts to be deposited with each bank the Group studies the financial<br />

statements of the bank and bank credit ratings. The status of the<br />

banks is reconsidered every 6 months. The Group does not expect any<br />

counterparties to fail to meet its obligations.<br />

(iii) Exposure to credit risk<br />

The carrying amount of financial assets represents the maximum credit<br />

exposure. The maximum exposure to credit risk at the reporting date<br />

was:<br />

Carrying amount<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Trade and other receivables 4,298,175 7,176,223<br />

Available-for-sale financial assets 87,251 9,781<br />

Loans and receivables 3,895,312 9,051,299<br />

Cash and cash equivalents 566,986 1,740,702<br />

8,847,724 17,978,005<br />

The maximum exposure to credit risk for trade receivables at the<br />

reporting date by type of customer was:<br />

Carrying amount<br />

<strong>2010</strong><br />

’000 RUB<br />

2009<br />

’000 RUB<br />

Wholesale customers 1,798,666 5,752,447<br />

Retail customers 1,529,902 1,120,191<br />

Accumulated impairment losses on<br />

receivables<br />

3,328,568 6,872,638<br />

(86,708) (81,394)<br />

3,241,860 6,791,244<br />

The Group’s most significant customer, a domestic wholesaler, accounts<br />

for RUB 960,911 thousand of the trade receivables carrying amount at<br />

31 December <strong>2010</strong> (2009: RUB 998,900 thousand).<br />

Substantially all the Group’s receivables relate to sales to customers<br />

in Russia.


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

Impairment losses<br />

The ageing of trade receivables at the reporting date was:<br />

Gross<br />

<strong>2010</strong><br />

’000 RUB<br />

Impairment<br />

<strong>2010</strong><br />

’000 RUB<br />

Gross<br />

2009<br />

’000 RUB<br />

Impairment<br />

2009<br />

’000 RUB<br />

Current 2,965,484 — 6,680,914 —<br />

Past due<br />

0–90 days<br />

277,686 1,310 110,330 —<br />

Past due<br />

more than 90<br />

days<br />

(c) Liquidity risk<br />

85,398 85,398 81,394 81,394<br />

3,328,568 86,708 6,872,638 81,394<br />

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated<br />

with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s<br />

approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient<br />

liquidity to meet its liabilities when due, under both normal and stressed conditions, without<br />

incurring unacceptable losses or risking damage to the Group’s reputation.<br />

Typically, the Group ensures that it has sufficient cash on demand to meet expected operational<br />

expenses for a period of 18 days, including the servicing of financial obligations; this excludes the<br />

potential impact of extreme circumstances that cannot be reasonably predicted, such as instability<br />

of financial system and the impact of monopolists and changes in statutory regulations. In addition<br />

the Group maintains the following lines of credit:<br />

USD 205,991 thousand multicurrency unsecured credit facility. Interest would be payable for<br />

EURO / USD / RUB at the rate of LIBOR / EURIBOR / Cost of funds for the lender +0.75 %.<br />

USD 105,935 thousand multicurrency unsecured credit/overdraft facility. Interest would be<br />

determined as each tranche is drawn down.<br />

The following are the contractual maturities of financial liabilities, including estimated interest<br />

payments and excluding the impact of the netting agreements. It is not expected that the cash<br />

flows included in the maturity analysis could occur significantly earlier, or at significantly different<br />

amounts.<br />

31 December <strong>2010</strong><br />

’000 RUB<br />

Carrying<br />

amount<br />

Contractual<br />

cash flows<br />

0–6 months<br />

6–12<br />

months<br />

1–2 years 2–5 years<br />

Non-derivative financial liabilities 13,258,512 13,258,512 13,258,512 — — — —<br />

Trade and other payables 13,258,512 13,258,512 13,258,512 — — — —<br />

31 December 2009<br />

’000 RUB<br />

Carrying<br />

amount<br />

Contractual<br />

cash flows<br />

The movement in the allowance for impairment in respect of trade<br />

receivables during the year was as follows:<br />

0–6 months<br />

6–12<br />

months<br />

<strong>2010</strong><br />

’000 RUB<br />

1–2 years 2–5 years<br />

2009<br />

’000 RUB<br />

Balance at beginning of the year 81,394 111,898<br />

Impairment loss recognised/<br />

(reversed)<br />

Amounts written off against trade<br />

receivables<br />

10,788 (8,501)<br />

(5,474) (22,003)<br />

Balance at end of the year 86,708 81,394<br />

Based on historic default rates the Group believes that no general<br />

impairment allowance is necessary in respect of trade receivables not<br />

past due and past due by up to 90 days. 97 % of the balance, which<br />

includes the amount owed by the Group’s most significant customer<br />

(see above), relates to customers that have a good track record with<br />

the Group. The total impairment loss 31 December <strong>2010</strong> of RUB 86,708<br />

thousand relates to collective loss established for overdue receivables<br />

(2009: RUB 81,394 thousand).<br />

The allowance account in respect of trade receivables is used to record<br />

impairment losses unless the Group is satisfied that no recovery of the<br />

amount owing is possible; at that point the amount is considered<br />

irrecoverable and written off against the financial asset directly.<br />

Non-derivative financial liabilities 181,572 182,674 182,674 — — — —<br />

Secured bank loans 13,398,581 13,398,581 13,398,581 — — — —<br />

Trade and other payables 13,580,153 13,581,255 13,581,255 — — — —<br />

More<br />

than 5<br />

years<br />

More<br />

than 5<br />

years<br />

89


90<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

(d) Market risk<br />

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value<br />

of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable<br />

parameters, while optimizing the return.<br />

(i) Currency risk<br />

The Group is exposed to currency risk on purchases and borrowings that are denominated in a currency other than the respective functional currencies<br />

of the Group entities, primarily the Russian Rouble (RUB). The currencies in which these transactions are primarily denominated are USD, EURO and<br />

AZN.<br />

In respect of monetary assets and liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure is kept<br />

to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.<br />

Exposure to currency risk<br />

The Group’s exposure to foreign currency risk was as follows based on notional amounts:<br />

EURdenominated<br />

USDdenominated<br />

AZNdenominated<br />

EURdenominated<br />

USDdenominated<br />

AZNdenominated<br />

’000 RUB<br />

<strong>2010</strong> <strong>2010</strong> <strong>2010</strong> 2009 2009 2009<br />

Current assets<br />

Cash and cash equivalents 3,579 12,734 64,891 11,428 29,234 17,593<br />

Loans and receivables 558,944 2,728,235 108,083 738,816 2,797,109 —<br />

Trade receivables 11,100 — 60,907 15,789 — 31,315<br />

Current liabilities<br />

Secured bank loans — — — — (181,572) —<br />

Trade payables (388,857) (363,427) (15,083) (576,325) (109,563) (8,275)<br />

Gross balance sheet exposure 184,766 2,377,542 218,798 189,708 2,535,208 40,633<br />

Net exposure 184,766 2,377,542 218,798 189,708 2,535,208 40,633<br />

The following exchange rates applied during the year and as at the end of the year:<br />

RUB 1 Average rate <strong>Report</strong>ing date spot rate<br />

equals <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />

USD 0.0329 0.0315 0.0328 0.0331<br />

EURO 0.0248 0.0227 0.0248 0.0230<br />

AZN 0.0264 0.0252 0.0262 0.0266<br />

Sensitivity analysis<br />

A 20 % strengthening of the RUB, as indicated below, against the following currencies at 31 December would have decreased profit or loss by the<br />

amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the<br />

end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the<br />

same basis for 2009.<br />

’000 RUB Equity Profit or loss<br />

<strong>2010</strong><br />

USD (20 % strengthening) — (475,508)<br />

EUR (20 % strengthening) — (26,069)<br />

AZN (20 % strengthening) — (43,672)<br />

2009<br />

USD (20 % strengthening) — (507,042)<br />

EUR (20 % strengthening) — (22,914)<br />

AZN (20 % strengthening) — (7,959)<br />

A weakening of the RUB against the above currencies at 31 December would have had an equal, but opposite effect on the above currencies to the<br />

amounts shown above, on the basis that all other variables remain constant.


(ii) Interest rate risk<br />

Changes in interest rates impact primarily loans and borrowings by<br />

changing either their fair value (fixed rate debt) or their future cash<br />

flows (variable rate debt). Management does not have a formal policy<br />

of determining how much of the Group’s exposure should be subject<br />

to fixed or variable rates. However, at the time of raising new loans or<br />

borrowings management uses its judgment to decide whether it believes<br />

that a fixed or variable rate would be more favourable to the Group over<br />

the expected period until maturity.<br />

Profile<br />

Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

At the reporting date the interest rate profile of the Group’s interestbearing<br />

financial instruments was:<br />

’000 RUB<br />

Carrying amount<br />

<strong>2010</strong> 2009<br />

Fixed rate instruments<br />

Financial assets 4,101,153 10,503,633<br />

Variable rate instruments<br />

4,101,153 10,503,633<br />

Financial liabilities — (181,572)<br />

Fair value sensitivity analysis for fixed rate instruments<br />

The Group does not account for any fixed rate financial assets and<br />

liabilities at fair value through profit or loss. Therefore a change<br />

in interest rates at the reporting date would not affect profit or loss.<br />

Cash flow sensitivity analysis for variable rate instruments<br />

A change of 100 basis points in interest rates at the reporting date would<br />

have increased (decreased) profit and loss by the amounts shown<br />

below. There would have been no impact directly on equity. This analysis<br />

assumes that all other variables, in particular foreign currency rates,<br />

remain constant. The analysis is performed on the same basis for 2009.<br />

Profit or loss<br />

<strong>2010</strong> 100 bp 100 bp<br />

’000 RUB increase decrease<br />

Variable rate instruments — —<br />

Cash flow sensitivity — —<br />

2009<br />

’000 RUB<br />

Variable rate instruments (1,816) 1,816<br />

Cash flow sensitivity (1,816) 1,816<br />

(iii) Other market risk<br />

Material investments are managed on an individual basis and all buy<br />

and sell decisions are approved by the Board of Directors.<br />

The primary goal of the Group’s investment strategy is to maximise<br />

investment returns.<br />

The Group does not enter into commodity contracts other than to meet<br />

the Group’s expected usage and sale requirements; such contracts are<br />

not settled net.<br />

(e) Accounting classifications and fair values<br />

(i) Fair values<br />

The basis for determining fair value is disclosed in note 4. The fair value<br />

of unquoted equity instruments is discussed in note 15. In other cases<br />

management believes that the fair value of the Group’s financial assets<br />

and liabilities approximates their carrying amounts.<br />

Interest rates used for determining fair value<br />

The interest rates used to discount estimated cash flows, where<br />

applicable, are based on the government yield curve at the reporting<br />

date plus an adequate credit spread, and were as follows:<br />

Short-term bank deposits in RUB<br />

<strong>2010</strong> 2009<br />

1.90 % –<br />

11.00 %<br />

3.30 % –<br />

13.15 %<br />

Short-term bank deposits in USD 3.50 % – 5.90 % 0.50 % – 5.90 %<br />

Short-term bank deposits in EUR 3.50 % – 3.90 % 1.30 % – 3.90 %<br />

Short-term bank deposits in AZN 6.50 % –<br />

Originated loans to related parties 3.67 % 6.60 %<br />

Loans and borrowings<br />

(f) Capital management<br />

LIBOR 6m +<br />

0.75 %<br />

LIBOR 6m +<br />

0.75 %<br />

The Group’s policy is to maintain a strong capital base so<br />

as to maintain investor, creditor and market confidence and<br />

to sustain future development of the business. The Board of Directors<br />

monitors the level of dividends to ordinary shareholders.<br />

The Group’s debt to capital ratio at the end of the year was as follows:<br />

’000 RUB <strong>2010</strong> 2009<br />

Total liabilities 15,612,370 15,957,254<br />

Less: cash and cash equivalents (566,986) (1,740,702)<br />

Net debt 15,045,384 14,216,552<br />

Total equity 55,027,837 63,681,313<br />

Debt to capital ratio at<br />

31 December<br />

0.27 0.22<br />

Neither the Company nor any of its subsidiaries are subject to externally<br />

imposed capital requirements.<br />

91


92<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

25. Operating leases<br />

Non-cancellable operating lease rentals are payable as follows:<br />

’000 RUB <strong>2010</strong> 2009<br />

Less than one year 180,599 222,589<br />

Between one and five years 53,126 59,137<br />

More than five years 109,193 239,070<br />

(a) Insurance<br />

342,918 520,796<br />

The Group leases a number of land plots and buildings under operating<br />

leases. Lessors for these leases are state authorities and third parties.<br />

The leases of land plots typically run for 6–49 years. Leases of buildings<br />

typically run for 11 months with an option to renew the lease after that<br />

date. The Group has no contingent rent arrangements or subleases.<br />

During the year ended 31 December <strong>2010</strong> an amount of RUB 268,848<br />

thousand was recognised as an expense in profit or loss in respect<br />

of operating leases (2009: RUB 287,110 thousand).<br />

The insurance industry in the Russian Federation is in a developing<br />

state and many forms of insurance protection common in other parts<br />

of the world are not yet generally available. The Group does not have<br />

full coverage for its plant facilities, business interruption, or third party<br />

liability in respect of property or environmental damage arising from<br />

accidents on Group property or relating to Group operations. Until the<br />

Group obtains adequate insurance coverage, there is a risk that the loss<br />

or destruction of certain assets could have a material adverse effect on<br />

the Group’s operations and financial position<br />

(b) Taxation contingencies in the Russian Federation<br />

The taxation system in the Russian Federation continues to evolve<br />

and is characterised by frequent changes in legislation, official<br />

pronouncements and court decisions, which are sometimes<br />

contradictory and subject to varying interpretation by different tax<br />

authorities. Taxes are subject to review and investigation by a number<br />

of authorities, which have the authority to impose severe fines, penalties<br />

and interest charges. A tax year remains open for review by the tax<br />

authorities during the three subsequent calendar years; however, under<br />

certain circumstances a tax year may remain open longer. Recent<br />

events within the Russian Federation suggest that the tax authorities<br />

are taking a more assertive and substance-based position in their<br />

interpretation and enforcement of tax legislation.<br />

These circumstances may create tax risks in the Russian Federation<br />

that are substantially more significant than in other countries.<br />

Management believes that it has provided adequately for tax liabilities<br />

based on its interpretations of applicable Russian tax legislation, official<br />

pronouncements and court decisions. However, the interpretations of the<br />

relevant authorities could differ and the effect on these consolidated<br />

financial statements, if the authorities were successful in enforcing their<br />

interpretations, could be significant.<br />

26. Capital commitments<br />

As at 31 December <strong>2010</strong> the Group had the following commitments<br />

relating to property, plant and equipment (31 December 2009: RUB<br />

298,073 thousand):<br />

Project<br />

<strong>2010</strong><br />

’000 RUB<br />

<strong>Baltika</strong>-St. Petersburg plant 148,390<br />

<strong>Baltika</strong>-Rostov plant 31,080<br />

<strong>Baltika</strong>-Novosibirsk plant 26,018<br />

<strong>Baltika</strong>-Khabarovsk plant 21,801<br />

<strong>Baltika</strong>-Yaroslavl plant 17,900<br />

<strong>Baltika</strong>-Pikra plant 12,553<br />

<strong>Baltika</strong>-Samara plant 6,488<br />

<strong>Baltika</strong>-Chelyabinsk plant 3,522<br />

<strong>Baltika</strong>-Baku plant 2,808<br />

<strong>Baltika</strong>-Tula plant 1,249<br />

<strong>Baltika</strong>-Voronezh plant 483<br />

27. Contingencies 28. Related party transactions<br />

(a) Control relationships<br />

272,292<br />

The Company’s parent company is Baltic Beverages Holding AB (refer<br />

note 1(b)). The Company’s ultimate parent company is Carlsberg<br />

A/S and the Company’s ultimate controlling party is the Carlsberg<br />

Foundation. Carlsberg A/S produces consolidated financial statements<br />

that are available for public use.<br />

(b) Management remuneration<br />

Key management received the following remuneration during the year,<br />

which is included in personnel costs (see note 9):<br />

’000 RUB <strong>2010</strong> 2009<br />

Salaries and bonuses 398,169 427,026<br />

Compulsory social security<br />

contributions<br />

Contributions to defined<br />

contribution plan<br />

5,503 12,719<br />

11,003 9,989<br />

Termination benefits 26,427 —<br />

441,102 449,734


Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />

(c) Transactions with other related parties<br />

The Group’s other related party transactions are disclosed below.<br />

(i) Revenue<br />

’000 RUB<br />

Sale of goods:<br />

Transaction value<br />

<strong>2010</strong><br />

Transaction value<br />

2009<br />

Outstanding balance<br />

<strong>2010</strong><br />

Outstanding balance<br />

2009<br />

Fellow subsidiaries<br />

Royalties received<br />

431,237 49,912 134,164 21,813<br />

Fellow subsidiaries<br />

Interest received:<br />

570,978 62,767 34,542 —<br />

Carlsberg <strong>Breweries</strong> A/S 2,690 591 50 591<br />

Parent company<br />

Services provided:<br />

2,229 597 — 597<br />

Fellow subsidiaries 16,958 — —<br />

Equity accounted investee<br />

Other income<br />

57,059 24,361 28,594 9,214<br />

Parent company — 79,237 — —<br />

1,081,151 217,465 197,350 32,215<br />

(ii) Expenses<br />

’000 RUB<br />

Purchase of goods:<br />

Transaction value<br />

<strong>2010</strong><br />

Transaction value<br />

2009<br />

Outstanding balance<br />

<strong>2010</strong><br />

Outstanding balance<br />

2009<br />

Equity accounted investee 231,072 571,736 38,487 42,902<br />

Carlsberg <strong>Breweries</strong> A/S 11,379 13,971 — 33,062<br />

Fellow subsidiaries<br />

Services received:<br />

57,979 18,380 3,300 7,012<br />

Carlsberg <strong>Breweries</strong> A/S 96,188 39,430 30,351 —<br />

Fellow subsidiaries<br />

Royalties paid:<br />

11,610 178 1,805 —<br />

Carlsberg <strong>Breweries</strong> A/S 417,385 630,571 35,209 291,756<br />

Fellow subsidiaries<br />

Finance costs:<br />

19,484 18,803 5,987 3,626<br />

Carlsberg <strong>Breweries</strong> A/S<br />

Other expenses:<br />

— 101,556 — —<br />

Carlsberg <strong>Breweries</strong> A/S 106,812 150,766 317,336 162,688<br />

951,909 1,545,391 432,475 541,046<br />

During the year ended 31 December <strong>2010</strong> the Group’s purchases of malt from Soufflet, an associate of the Group, amounted to RUB 231,072<br />

thousand (excluding VAT) or 6.9 % of the total value of malt purchases and own production and 30,008 tons or 9.1 % of the total volume of malt<br />

purchases and own production. During the year ended 31 December 2009 the Group’s purchases of malt from Soufflet amounted to RUB 571,736<br />

thousand (excluding VAT) or 17.1 % of the total value of malt purchases and own production and 41,926 tons or 12.6 % of the total volume of malt<br />

purchases and own production.<br />

All outstanding balances with related parties are to be settled in cash within two months of the reporting date. None of the balances are secured.<br />

93


94<br />

(iii) Loans<br />

’000 RUB<br />

OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />

29. Subsidiaries<br />

Amount loaned Amount loaned Outstanding balance Outstanding balance<br />

<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />

Loans given:<br />

Carlsberg <strong>Breweries</strong> A/S 1,100,523 1,089,951 500,050 1,089,951<br />

Parent company 348,697 1,100,597 — 1,100,597<br />

1,449,220 2,190,548 500,050 2,190,548<br />

The outstanding loan to Carlsberg <strong>Breweries</strong> A/S bear interest at 3.67 % per annum and is due in January 2011.<br />

Name Nature of business<br />

Country<br />

of incorporation<br />

Ownership / voting<br />

<strong>2010</strong><br />

Ownership / voting<br />

2009<br />

OOO <strong>Baltika</strong>-Ukraine Distribution of <strong>Baltika</strong> beer Ukraine 100 % 100 %<br />

<strong>Baltika</strong> S.R.L. Distribution of <strong>Baltika</strong> beer Moldova 100 % 100 %<br />

<strong>Baltika</strong>-Almaty LLP Distribution of <strong>Baltika</strong> beer Kazakhstan — 100 %<br />

OOO <strong>Baltika</strong> Distribution of <strong>Baltika</strong> beer Kirgizia 100 % 100 %<br />

OOO <strong>Baltika</strong>-Bel Distribution of <strong>Baltika</strong> beer Belorussia 100 % 100 %<br />

OOO Terminal Podolsk Warehouse Russia 100 % 100 %<br />

OOO Universalopttorg Warehouse Russia — 100 %<br />

<strong>Baltika</strong> Deutschland GmbH Distribution of <strong>Baltika</strong> beer Germany 100 % 100 %<br />

<strong>Baltika</strong>-Baku LLC Beer Production Azerbaijan 100 % 100 %<br />

Baku Pivo JSC Beer Production Azerbaijan 91 % 91 %


<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions<br />

Based on the Federal Law “On Joint Stock Companies”<br />

<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions Based on the Federal<br />

Law “On Joint Stock Companies”<br />

Date and Approval<br />

Authority<br />

No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />

21.01.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Sales Agreement RUB 9,496,635.65<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />

<strong>Baltika</strong>-Baku LLC (Buyer)<br />

1.<br />

21.01.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

—<br />

Additional Agreement to Beer Supply<br />

Contract No. 773 as of 30.11.2009<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Supplier) and<br />

Carlsberg Denmark (Buyer)<br />

2.<br />

21.01.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Belorussian rubles 175,615,860, including VAT in the<br />

amount of Belorussian rubles 26,788,860<br />

Additional Agreement No. 3 to Contract<br />

No. 04/08-BLR as of 30.01.2008 on<br />

trademark promotion services<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong>-Bel LLC (Contractor)<br />

3.<br />

21.01.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

RUB 953,845.92, including VAT in the amount<br />

of RUB 145,501.92<br />

Additional Agreement No. 3 to Contract<br />

No. 04/08-MD as of 30.01.2008 on trademark<br />

promotion services<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and ICS <strong>Baltika</strong> SRL (Contractor)<br />

4.<br />

21.01.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Kazakh tenge 2,001,339, including VAT in the<br />

amount of Kazakh tenge 305,289<br />

Additional Agreement No. 5 to Contract<br />

No. 02/0-KZ as of 30.01.2008 on trademark<br />

promotion services<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong>-Almaty LLC<br />

(Contractor)<br />

5.<br />

11.02.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

—<br />

Additional Agreement No. 1 to Equipment<br />

Supply Contract No. Ref/SAB-202/<strong>2010</strong><br />

as of 21.01.<strong>2010</strong><br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />

<strong>Baltika</strong>-Baku LLC (Buyer)<br />

6.<br />

11.02.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Remuneration is determined by the Parties for each<br />

consulting service on an individual basis. Per the<br />

agreement, remuneration cannot exceed Euro<br />

5,000,000<br />

Consulting Service Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Client) and<br />

Feldschlösschen Getränke AG<br />

(Consultant)<br />

7.<br />

22.03.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

As stipulated by the License Agreement<br />

Additional Agreement to the License<br />

Agreement for the production of “<strong>Baltika</strong>” beer<br />

as of 23.05.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />

and “UZCARLSBERG” LLC<br />

(Licensee)<br />

8.<br />

22.03.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

The price of services is determined by hourly rates<br />

which depend on the category of the Contractor’s<br />

specialists. The total price of the Agreement shall<br />

not exceed RUB 2,500,000<br />

Service Agreement concerning processing<br />

equipment maintenance and operation<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Contractor)<br />

and UZCARLSBERG LLC<br />

(Customer)<br />

9.<br />

22.03.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

The Agent’s fee shall be 5 % of the actual costs<br />

borne by the Agent, but shall not exceed RUB<br />

44,035. The total price of the Agreement, including<br />

Agent’s fee, shall not exceed RUB 924,735<br />

Agency Agreement on cargo custom<br />

clearance<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Principal) and<br />

ICS <strong>Baltika</strong> SRL (Agent)<br />

10.<br />

22.03.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors,<br />

B. Søndenskov, member of the<br />

Board of Directors<br />

As stipulated by the Contract<br />

Additional Agreement to Beer Supply<br />

Agreement No. D-363/09 as of 26.11.2009<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Supplier) and<br />

DERBES Brewery Ltd (Buyer)<br />

11.<br />

22.03.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

Euro 20,060, including Russian VAT (18 %) totaling<br />

Euro 3,060<br />

Consulting Service Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Contractor)<br />

12.<br />

95


96<br />

Date and Approval<br />

Authority<br />

No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

As stipulated by the License Agreement<br />

Additional Agreement to the License<br />

Agreement on the production and sale<br />

of “<strong>Baltika</strong>” beer as of 23.05.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensor) and<br />

UZCARLSBERG LLC (Licensee)<br />

13.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

The price of third-party services and the Agent’s<br />

remuneration shall be determined by the Parties<br />

in individual agreements concluded within the<br />

framework of the Agency Agreement. The total price<br />

of the Agreement, including the Agent’s fee, shall not<br />

exceed Belorussian rubles 472,000,000, including<br />

Russian VAT<br />

Agency Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Principal) and<br />

<strong>Baltika</strong>-Bel LLC (Agent)<br />

14.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Belorussian rubles 233,792,995.96, including<br />

Russian VAT, and an Agency fee in the amount<br />

of Belorussian rubles 1,855,499.96, including<br />

Russian VAT<br />

Additional Agreement No. 1 to Agency<br />

Agreement No. 02/<strong>2010</strong>-BLR<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Principal) and<br />

<strong>Baltika</strong>-Bel LLC (Agent)<br />

15.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

RUB 8,933,832, including Russian VAT in the<br />

amount of RUB 1,608,089.76<br />

Additional Agreement to the Paid Service<br />

Agreement No. <strong>2010</strong>-MD as of 23.12.2009<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and ICS <strong>Baltika</strong> SRL (Contractor)<br />

16.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

RUB 2,894,728, including Russian VAT in the<br />

amount of RUB 521,051.04<br />

Supplement No. 3 to Paid Service Agreement<br />

No. <strong>2010</strong>-MD as of 23.12.2009<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and ICS <strong>Baltika</strong> SRL (Contractor)<br />

17.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

—<br />

Additional Agreement No. 1 to Paid Service<br />

Agreement No. <strong>2010</strong>-UKR as of 01.01.<strong>2010</strong><br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong>-Ukraine LLC<br />

(Contractor)<br />

18.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev,<br />

President, member of the Board<br />

of Directors<br />

T-shirt Supply Agreement RUB 2,229,040<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />

UZCARLSBERG LLC (Supplier)<br />

19.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors.<br />

Stabilizer Sales Agreement RUB 4,174,893.90<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />

<strong>Baltika</strong>-Baku LLC (Buyer)<br />

20.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Flash-card Supply Agreement RUB 10,588,200<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />

Carlsberg Group Procurement<br />

AG (Supplier)<br />

21.<br />

16.04.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

T-shirt Supply Agreement RUB 6,656,640<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />

UZCARLSBERG LLC (Supplier)<br />

22.<br />

14.05.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

RUB 7,700, excluding VAT, per 1 ton till the supply<br />

volume under the Agreement reaches 30,000 tons;<br />

RUB 7,350 excluding VAT, per 1 ton when the<br />

supply volume under the Agreement is 30,001 tons<br />

and more. The total price of the Agreement shall not<br />

exceed RUB 510,300,000, excluding VAT<br />

Malt Supply Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer)<br />

and CJSC Malt Plant Soufflet<br />

St. Petersburg (Seller)<br />

23.<br />

14.05.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

—<br />

Additional Agreement No. 2 to Contract<br />

No. Ref/SAB-202/<strong>2010</strong><br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />

<strong>Baltika</strong>-Baku LLC (Buyer)<br />

24.<br />

14.05.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

RUB 1,581,188<br />

Additional Agreement No. 3 to Contract<br />

No. 01-08-CB<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />

Carlsberg <strong>Breweries</strong> A/S (Seller)<br />

25.


Date and Approval<br />

Authority<br />

No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />

<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions Based on the Federal<br />

Law “On Joint Stock Companies”<br />

25.06.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Marketing Cost Agreement Euro 115,510<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Beneficiary)<br />

and Oy Sinebrychoff Ab<br />

(Investor)<br />

26.<br />

25.06.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors,<br />

B. Søndenskov, member of the<br />

Board of Directors<br />

Payment shall be made based on the actual use<br />

of freight cars, based on daily rates calculated<br />

depending on final destination<br />

Freight-car Leasing Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Lessor) and<br />

DERBES Brewery Ltd (Lessee)<br />

27.<br />

25.06.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

As stipulated by the primary contract<br />

Additional Agreement No. 1 to Contract<br />

No. BL/BK-1M<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Contractor)<br />

and <strong>Baltika</strong>-Baku LLC<br />

(Customer)<br />

28.<br />

25.06.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Supply Agreement Up to Euro 6,000<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />

<strong>Baltika</strong> Deutschland GmbH<br />

(Supplier)<br />

29.<br />

25.06.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors,<br />

B. Søndenskov, member of the<br />

Board of Directors, U. Andersen,<br />

member of the Board of Directors<br />

The credit is for Euro 28,000,000; interest rates are<br />

as follows:<br />

RUB for a period of 1 week — 4.05 % APR;<br />

for a period of 1 month — 4.55 % APR; for<br />

a period of 2 months — 4.90 % APR; for<br />

a period of 3 months — 5.55 % APR; for a period<br />

of 6 months — 6.40 % APR; USD for a period<br />

of 1 week — 0.75 % APR; for a period of 1 month —<br />

1.65 % APR; for a period of 2 months — 1.90 %<br />

APR; for a period of 3 months — 2.40 % APR;<br />

for a period of 6 months — 3.40 % APR; Euro for<br />

a period of 1 week — 0.60 % APR; for a period of 1<br />

month — 0.87 % APR; for a period of 2 months —<br />

1.30 % APR; for a period of 3 months — 2.10 %<br />

APR; for a period of 6 months — 3.35 % APR<br />

Credit Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Creditor) and<br />

Baltic Beverages Holding AB<br />

(Borrower)<br />

30.<br />

25.06.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

RUB 1,100,000,000 (one billion one hundred<br />

million); the interest rate is the best market interest<br />

rate for the corresponding period and amount plus<br />

0.15 % APR<br />

Fund Allocation Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Party 1)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Party 2)<br />

31.<br />

09.07.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

As stipulated by the License Agreement<br />

Additional Agreement to the Carlsberg<br />

Trademark License Agreement<br />

as of 22.03.2002<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Licensor)<br />

32.<br />

09.07.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Beer Supply Contract Euro 585,000<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Supplier) and<br />

Oy Sinebrychoff Ab (Buyer)<br />

33.<br />

09.07.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Canadian dollars 17,205, including Russian VAT<br />

in the amount of Canadian dollars 3,096.9<br />

Paid Service Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and Carlsberg Canada Inc.<br />

(Contractor)<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee) and<br />

Oy Sinebrychoff Ab (Licensor)<br />

34.<br />

13.08.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

—<br />

Agreement on the termination of the License<br />

Agreement as of 08.01.2001<br />

35.<br />

13.08.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Sales Agreement RUB 644,859.96<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Exporter) and<br />

<strong>Baltika</strong>-Baku LLC (Importer)<br />

36.<br />

97


98<br />

Date and Approval<br />

Authority<br />

No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

13.08.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

RUB 50,000,000<br />

Additional Agreement to the Consulting<br />

Service Agreement as of 25.08.2005<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Consultant)<br />

and <strong>Baltika</strong>-Baku LLC<br />

(Company)<br />

37.<br />

13.08.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

—<br />

Additional Agreement to the Consulting<br />

Service Agreement as of 25.08.2005<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Consultant)<br />

and <strong>Baltika</strong>-Baku LLC<br />

(Company)<br />

38.<br />

13.08.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder A. Artemiev, President,<br />

member of the Board of Directors<br />

Sales Agreement RUB 1,045,000<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />

OJSC Lvovska Pivovarnya<br />

(Buyer)<br />

39.<br />

08.09.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

Quarterly license payments in the amount of 5 %<br />

of net sales of licensed products<br />

“Somersby” License Agreement<br />

Carlsberg <strong>Breweries</strong> A/S<br />

(Licensor) and <strong>Baltika</strong> <strong>Breweries</strong><br />

(Licensee)<br />

40.<br />

23.09.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

Alienation of the Exclusive Rights Agreement Euro 303,500, excluding Russian VAT<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Purchaser)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Rightholder)<br />

41.<br />

23.09.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Quarterly license payments in the amounts specified<br />

below (in % of net sales of licensed products):<br />

Beer trademark Royalty percentage<br />

“Slavutich” 3.0<br />

“Khmilne” 2.5<br />

“Arsenal” 2.5<br />

License Agreement for the production<br />

of “Slavutich,” “Khmilne” and “Arsenal” beer.<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />

and OJSC PBK Slavutich<br />

(Licensor)<br />

42.<br />

23.09.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Quarterly license payments in the amount of 3.5 %<br />

of net sales of the licensed product.<br />

License Agreement for “Lvivske” production<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />

and OJSC PBK Slavutich<br />

(Licensor)<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Exporter)<br />

and <strong>Baltika</strong> Deutschland GmbH<br />

(Importer)<br />

43.<br />

23.09.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Equipment Sales Agreement Euro 800<br />

44.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Product price is set at the usual Supplier costs, plus<br />

a 5 % margin. The total price of the Contract shall<br />

not exceed RUB 100,000,000 (one hundred million)<br />

Beer Supply Contract<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Buyer)<br />

and OJSC PBK Slavutich<br />

(Supplier)<br />

45.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

One-time license fee of Euro 1,350,000 and<br />

quarterly license payments in the amount of 5 %<br />

of net sales of products (receipts), sold by the<br />

Licensee in Latvia. The total fee and license<br />

payments shall not exceed Euro 27,000,000 during<br />

the entire term of the Agreement<br />

License Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />

and AS Aldaris (Licensee)<br />

46.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

One-time license fee of Euro 690,000 and quarterly<br />

license payments in the amount of 5 % of net<br />

sales of products (receipts), sold by the Licensee<br />

in Estonia. The total fee and license payments shall<br />

not exceed Euro 27,000,000 during the entire term<br />

of the Agreement<br />

License Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />

and AS Saku (Licensee)<br />

47.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

One-time license fee of Euro 960,000 and quarterly<br />

license payments in the amount of 5 % of net<br />

sales of products (receipts), sold by the Licensee<br />

in Lithuania. The total fee and license payments<br />

shall not exceed Euro 27,000,000 during the entire<br />

term of the Agreement<br />

License Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />

and Utenos alus UAB (Licensee)<br />

48.


Date and Approval<br />

Authority<br />

No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />

<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions Based on the Federal<br />

Law “On Joint Stock Companies”<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Product price is set at usual supplier costs, plus<br />

a 5 % margin. The total price of the Contract shall<br />

not exceed Euro 7,000,000<br />

Beer and Beverages Supply Contract<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Supplier)<br />

and AS Aldaris (Buyer)<br />

49.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Product price is set at the usual supplier costs, plus<br />

a 5 % margin. The total price of the Contract shall<br />

not exceed Euro 5,000,000<br />

Beer and Beverages Supply Contract<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Supplier)<br />

and AS Saku (Buyer)<br />

50.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Product price is set at the usual supplier costs, plus<br />

a 5 % margin. The total price of the Contract shall<br />

not exceed Euro 5,000,000<br />

Beer and Beverages Supply Contract<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Supplier)<br />

and Utenos alus UAB (Buyer)<br />

51.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Bailment Agreement USD 1,200 (one thousand two hundred)<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Bailor)<br />

and ООО UZCARLSBERG<br />

(Bailee)<br />

52.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors,<br />

B. Søndenskov, member of the<br />

Board of Directors<br />

5.5 % of the price of the concluded Contract. The<br />

estimated price of services stands at Kazakh tenge<br />

7,922,998. Russian VAT is not applicable<br />

Service Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and DERBES <strong>Breweries</strong> Ltd<br />

(Contractor)<br />

53.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors.<br />

B. Søndenskov, member of the<br />

Board of Directors<br />

As stipulated by the primary Contract<br />

Additional Agreement to Contract No. D-20/10<br />

as of 01.01.<strong>2010</strong><br />

<strong>Baltika</strong> <strong>Breweries</strong> (Lessor) and<br />

DERBES <strong>Breweries</strong> Ltd (Lessee)<br />

54.<br />

25.10.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Euro 393,000<br />

Additional Agreement No. 5 to Contract<br />

No. 648 as of 01.01.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Exporter) and<br />

Carlsberg Canada Inc. (Importer)<br />

55.<br />

13.11.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Marketing Cost Agreement Euro 142,350<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Beneficiary)<br />

and Oy Sinebrychoff Ab<br />

(Investor)<br />

56.<br />

13.11.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors,<br />

B. Søndenskov, member of the<br />

Board of Directors<br />

—<br />

Additional Agreement No. 1 to Contract<br />

No. BL-AL-0809 as of 02.09.2009<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Contractor)<br />

and DERBES <strong>Breweries</strong> Ltd<br />

(Customer)<br />

57.<br />

08.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Equipment Sales Agreement RUB 5,900,000<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />

<strong>Baltika</strong>-Baku LLC (Buyer)<br />

58.<br />

08.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

As stipulated by the License Agreement<br />

Additional Agreement VII to the TUBORG<br />

Trademark License Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Licensor)<br />

59.<br />

08.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

As stipulated by the License Agreement<br />

Additional Agreement IX to the TUBORG<br />

Trademark License Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Licensor)<br />

60.<br />

08.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

As stipulated by the License Agreement<br />

Additional Agreement II to the License<br />

Agreement concluded with Carlsberg<br />

<strong>Breweries</strong> A/S<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Licensor)<br />

61.<br />

99


100<br />

Date and Approval<br />

Authority<br />

No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

08.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev, President,<br />

member of the Board of Directors<br />

Equipment Sales Agreement RUB 100,000<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller)<br />

and <strong>Baltika</strong>-Baku LLC (Buyer)<br />

62.<br />

24.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

Service Agreement RUB 21,029,500, excluding VAT<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Contractor)<br />

63.<br />

24.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Belorussian rubles 148,736,640, including 18 %<br />

Russian VAT<br />

Additional Agreement to Paid Service<br />

Agreement No. 04/08-BLR as of 30.01.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong>-Bel LLC (Contractor)<br />

64.<br />

24.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

Belorussian rubles 3,490,104,408, including 18 %<br />

Russian VAT<br />

Paid Service Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong>-Bel LLC (Contractor)<br />

65.<br />

24.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

RUB 832,891.20, including 18 % Russian VAT<br />

Additional Agreement to Service Agreement<br />

No. 07/08-KG as of 30.01.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong> LLC (Contractor)<br />

66.<br />

29.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

As stipulated by the primary Agreement<br />

Additional Agreement No. 7 to Service<br />

Agreement No. 07/08-KG as of 30.01.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and <strong>Baltika</strong>”LLC (Contractor)<br />

67.<br />

29.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder<br />

—<br />

Additional Agreement No. 4 to Service<br />

Agreement No. 04/08-MD as of 30.01.2008<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and ICS <strong>Baltika</strong> SRL (Contractor)<br />

68.<br />

29.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, J.B. Rasmussen,<br />

member of the Board of Directors<br />

Service Agreement Euro 583.20, excluding Russian VAT<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Contractor)<br />

69.<br />

29.12.<strong>2010</strong>,<br />

the Board of Directors<br />

Baltic Beverages Holding AB<br />

shareholder, A. Artemiev,<br />

President, member of the Board<br />

of Directors. B. Søndenskov,<br />

member of the Board of Directors<br />

Sales Agreement RUB 188,107<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Seller)<br />

and DERBES Brewery Ltd<br />

(Buyer)<br />

70.<br />

08.04.<strong>2010</strong>,<br />

the General<br />

Shareholders Meeting<br />

A. Shokhin, member of the Board<br />

of Directors<br />

The Agreement price is set according to current<br />

rates of the Shipping Agent (traffic rates, fees and<br />

the Shipping Agent’s remuneration)<br />

Shipping Agency Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Client)<br />

and CJSC Rusagrotrans<br />

(Shipping Agent)<br />

71.<br />

08.04.<strong>2010</strong>,<br />

the General<br />

Shareholders Meeting<br />

Baltic Beverages Holding AB,<br />

J.B. Rasmussen, member of the<br />

Board of Directors<br />

Loan amounts shall be up to Euro 300,000,000.<br />

The interest rates payable on each loan shall be<br />

calculated as follows: the maximum interest rate on<br />

deposits, offered by the most reliable Russian banks<br />

(defined as those that hold investment ratings<br />

assigned by Fitch Ratings, Standard & Poor’s or<br />

Moody’s) for legal entities for the same period for<br />

a given currency and similar amount, plus 0.15 %<br />

per annum<br />

General Loan Agreement<br />

<strong>Baltika</strong> <strong>Breweries</strong> (Creditor)<br />

and Carlsberg <strong>Breweries</strong> A/S<br />

(Borrower)<br />

72.


Information for Shareholders<br />

and Investors<br />

<strong>Baltika</strong> <strong>Breweries</strong><br />

Corporate Headquarters Tel.: +7 (812) 325-9325<br />

Shareholder Relations Tel.: +7 (812) 329-9109<br />

Registrar<br />

Closed Joint Stock Company<br />

Computershare Registrar,<br />

St. Petersburg branch<br />

Independent Auditors<br />

Closed Joint Stock Company<br />

KPMG, St. Petersburg branch<br />

Closed Joint Stock Company<br />

A&P Audit<br />

Official print medium for information<br />

disclosure<br />

Corporate website for information<br />

disclosure<br />

Tel.: +7 (812) 251-8138<br />

Fax: +7 (812) 346-7407<br />

Tel.: +7 (812) 313-7300<br />

Fax: +7 (812) 313-7301<br />

Tel.: +7 (812) 251-6923<br />

3 6 th Verkhny Pereulok,<br />

St. Petersburg, Russia, 194292<br />

Elfimov@spb.baltika.ru<br />

Risuliev@spb.baltika.ru<br />

4-A Izmailovsky Ave., Office 314,<br />

St. Petersburg, Russia, 198005<br />

www.nrcreg.ru<br />

69-71 “A” “Renaissance Plaza”<br />

Business Center<br />

Marata St., St. Petersburg, Russia,<br />

191119<br />

stp@kpmg.ru<br />

26 Rizhsky Ave., St. Petersburg,<br />

Russia, 198103<br />

apaudit@quantum.ru<br />

Izvestia newspaper<br />

www.corporate.balitka.ru<br />

101


102<br />

<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />

Company <strong>Breweries</strong><br />

<strong>Baltika</strong>-St. Petersburg Brewery +7 (812) 325-9325<br />

<strong>Baltika</strong>-Voronezh branch +7 (4732) 61-9800<br />

<strong>Baltika</strong>-Novosibirsk branch +7 (383) 230-1402<br />

<strong>Baltika</strong>-Pikra branch +7 (3912) 59-1200<br />

<strong>Baltika</strong>-Rostov branch +7 (863) 250-5102<br />

<strong>Baltika</strong>-Samara branch +7 (846) 276-4366<br />

<strong>Baltika</strong>-Tula branch +7 (4872) 39-5535<br />

<strong>Baltika</strong>-Khabarovsk branch +7 (4212) 41-1551<br />

<strong>Baltika</strong>-Chelyabinsk branch +7 (351) 239-1600<br />

<strong>Baltika</strong>-Yaroslavl branch +7 (4852) 58-3208<br />

Foreign subsidiaries of the Company<br />

<strong>Baltika</strong>-Bel LLC +375 (17) 286-2741<br />

<strong>Baltika</strong> LLC<br />

+996 (312) 30-6082<br />

+996 (312) 30-6083<br />

<strong>Baltika</strong> Deutschland GmbH +49 (40) 728-13928<br />

<strong>Baltika</strong>-Baku LLC<br />

Representative offices in foreign countries<br />

+994 (12) 442-1280<br />

+994 (12) 442-<strong>2010</strong><br />

Representative office in China +86 (10) 651-29728<br />

3 6 th Verkhny Pereulok, St. Petersburg,<br />

Russia, 194292<br />

109 9 th Janvarya St., Voronezh, Russia,<br />

394027<br />

34 2 nd Stantsionnaya St., Novosibirsk,<br />

Russia, 630041<br />

90 60 let Oktyabrya St., Krasnoyarsk,<br />

Russia, 660079<br />

146-A Dovatora St., Rostov-on-Don,<br />

Russia, 344090<br />

1 Baltiisky Proezd, Kinelsky Village,<br />

Kinelsky District, the Samara Region,<br />

Russia, 446110<br />

85 Odoevskoye Shosse, Tula, Russia,<br />

300036<br />

142 Voronezhskoye Shosse,<br />

Khabarovsk, Russia, 680042<br />

16 Ryleeva St., Chelyabinsk, Russia,<br />

454087<br />

63 Pozharskogo St., Yaroslavl, Russia,<br />

150066<br />

3 Gorny Pereulok, Office 11, Minsk,<br />

Belarus, 220071<br />

121/1 Shopokova St., Bishkek, the<br />

Kyrgyz Republic, 720075<br />

26 Glockengiesserwall, Hamburg,<br />

Germany, 20095<br />

2 Per. 2 Shamakhinskoye Shosse,<br />

Khyrdalan Town, the Absheron District,<br />

the Republic of Azerbaijan, AZ0100<br />

19 Tsziangomenvai, the CITIC Building,<br />

Tower A, Office 15-B, Beijing, the<br />

People’s Republic of China, 100004


Сontact Information<br />

To arrange a group tour of the Company’s production facilities:<br />

The Company organizes regular group tours of its Russian production facilities. During these<br />

tours, visitors can learn about key events in the corporate history, Company activities and<br />

brewing processes. Visitors can also taste the Company’s products.<br />

To arrange a tour, call one of our facilities at the numbers listed below:<br />

Chelyabinsk +7 (3512) 39-1600<br />

Khabarovsk +7 (4212) 41-1591<br />

Krasnoyarsk +7 (3912) 59-1341<br />

Novosibirsk +7 (383) 230-1411<br />

Rostov +7 (863) 250-5146<br />

Samara +7 (846) 276-4333<br />

St. Petersburg +7 (812) 329-9139<br />

Tula +7 (4872) 32-9910<br />

Voronezh +7 (4732) 61-9800<br />

Yaroslavl +7 (4852) 58-3229<br />

The Company invites the public to visit the Siberian Brewing History Museum located at the<br />

<strong>Baltika</strong>-Pikra production facility in Krasnoyarsk. The Museum was founded in 2005 to mark the<br />

130 th anniversary of the Krasnoyarsk Brewery, as well as Pikra’s 15 th anniversary.<br />

The second Brewing History Museum was founded in St. Petersburg at corporate headquarters<br />

to mark the Company’s 20 th anniversary.<br />

The museums have unique exhibits on display, which can be tasted during tours of production<br />

facilities.<br />

In <strong>2010</strong>, more than 62,000 people visited the Company’s production facilities.<br />

For the 1999–<strong>2010</strong> period, the total number of visitors numbers in excess of 450,000.<br />

Association Participation<br />

The Company is a member of the following organizations:<br />

“The Union of Russian Producers of Beer and Non-Alcoholic Beverages” non-profit<br />

organization;<br />

“The Russian Union of Industrialists and Entrepreneurs”;<br />

“The Association of Brand Producers” non-profit partnership (RusBrand);<br />

“The Association of Joint Ventures” (St. Petersburg);<br />

“The Market Council on the Organization of Efficient Wholesale and Retail Trade<br />

in Energy and Power” non-profit partnership (“The Market Council”);<br />

“The Association of Buyers in the Wholesale and Retail Electric Power (Capacity)<br />

Markets.”<br />

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